STAND-ALONE SAAS TERMS — WORKING DRAFT FOR LEGAL REVIEW
Version. November 1, 2026. Effective for a Pharmacy on its recorded affirmative acceptance under Section 1.
Technology-only relationship. OnlyScripts is a hosted software-as-a-service (SaaS) platform and pharmacy workflow middleware offered by Breakthrough Health LLC. Pharmacy voluntarily elects to use the Platform for its own lawful operations. These Terms do not appoint Breakthrough to operate Pharmacy, confer professional authority, or replace Pharmacy’s required software, professional systems or records.
Pharmacy-controlled responsibilities. Pharmacy controls and is responsible for its information, catalog, available medications, professional content, product claims, pricing disclosures, invited clinics/providers, authorized users, access privileges, integrations and professional operations, as detailed below. Technical access, templates, account activation or Platform status does not certify any of those matters.
Important risk provisions. Sections 10–12 contain warranty disclaimers, Pharmacy defense and indemnity obligations, a limited commercial-loss release expressly addressing Breakthrough’s ordinary negligence, damages exclusions and a proposed $1,000 aggregate liability cap. Nonwaivable rights, directly applicable statutory duties and the stated misconduct exceptions are preserved. Read these provisions before accepting.
No compensation model. These Terms contain no subscription plan, compensation formula, usage rate, referral payment, billing schedule or revenue-sharing arrangement. Any separate commercial arrangement must be agreed independently; these Terms neither supply nor modify its compensation terms.
TERMS AND CONDITIONS
1. PHARMACY ELECTION, ACCEPTANCE AND PARTIES
1.1 Parties and Election. These Terms and Conditions (“Terms”) are between Breakthrough Health LLC, a Missouri limited liability company (“Breakthrough”), as the entity offering OnlyScripts, and the pharmacy legal entity identified in an executed acceptance or affirmative electronic acceptance record (“Pharmacy”). “Platform” means OnlyScripts’ hosted SaaS, expressly enabled middleware interfaces and related documentation made available by Breakthrough under these Terms. OnlyScripts is a product name, not a separate contracting entity. Pharmacy voluntarily elects to use the Platform for its own business and bears responsibility for determining whether its intended use is lawful and suitable.
1.2 Affirmative Assent. Pharmacy accepts through an authorized signature or an affirmative electronic acceptance presented with accessible, retainable Terms before access is granted. The accepting person represents actual authority to bind the identified Pharmacy entity. Mere browsing, receipt of an invitation, an unchecked box or the appearance of a footer link is not acceptance on behalf of Pharmacy. No employee’s assent binds an unrelated entity without authority. Breakthrough may decline or condition account activation even after acceptance.
1.3 Locations and Other Users. Pharmacy shall identify each entity and location authorized under its account. No affiliate, pharmacy location operated by another entity, clinic, provider, patient or software vendor becomes a contracting Pharmacy merely by being invited, identified or interacting through the Platform. Pharmacy shall secure appropriate user terms, authorizations and professional arrangements for its users and counterparties. Additional pharmacy entities require their own authorized acceptance; shared branding does not transfer a license or authority.
1.4 Independent Relationship. The Parties are independent contractors. These Terms create no partnership, joint venture, fiduciary relationship, franchise, employment, professional-management delegation, exclusive pharmacy network or agency to prescribe, dispense, contract on Pharmacy’s behalf, collect or remit its funds, or make professional decisions. No minimum order, referral or prescribing commitment is imposed. Separate arrangements do not arise from software access alone.
2. LIMITED SAAS ACCESS; NO PROFESSIONAL AUTHORITY
2.1 Access Right. While authorized access remains active, Breakthrough grants Pharmacy a limited, nonexclusive, revocable as provided in these Terms, nontransferable right to access the enabled Platform functions for its own lawful business through approved locations and users. Any “license” described in connection with the Platform is solely a contractual software-use permission, not a pharmacy, prescriber, facility, professional, dispensing or regulatory license. All ungranted intellectual-property rights remain with Breakthrough or its licensors.
2.2 Middleware Role. Depending on enabled features, the Platform may provide administrative tools for catalog and pricing management, clinic invitations, provider communication, order records, fulfillment status, onboarding and operational reporting. It may be used through an independent interface or an expressly approved API configuration in tandem with Pharmacy’s other software. “Operating system” is a workflow description, not a claim that OnlyScripts replaces pharmacy management software or every function of Pharmacy’s existing systems. Pharmacy shall maintain the legally required, validated professional systems and records independently of any marketing label.
2.3 No Professional-Service Claim. Under these Terms, Breakthrough acts as a technology provider only. Neither Breakthrough nor OnlyScripts represents that Platform access constitutes pharmacy practice, medical practice, prescribing, clinical supervision, compounding, dispensing, medication custody, physical fulfillment, professional verification or regulatory approval. Neither claims that these Terms supply licenses, credentials, certifications or authorities required for those activities. Breakthrough does not undertake those activities by hosting, displaying, organizing or transmitting Pharmacy-authorized information.
2.4 No Substitute for Required Systems. Pharmacy shall determine which system is its authoritative record for each legally required category and shall preserve and reconcile those records. OnlyScripts is not represented as a replacement for a pharmacy management system, mandatory professional record, validated dispensing workflow, emergency service or patient-safety monitoring service. Use of its independent interface does not excuse maintenance of those systems or obligations. No guarantee is made of compatibility, universal functionality or satisfaction of any jurisdiction’s pharmacy requirements.
2.5 Separate Regulated Features. A catalog selection, message, intake request or workflow record is not, by itself, an authenticated prescription or a professional authorization. These Terms grant no authority to create or sign prescriptions or to use OnlyScripts as a certified controlled-substance electronic prescribing application. Any regulated functionality requires a separate expressly authorized scope, lawful applications and channels, and applicable validation or certification before activation. No EPCS, DEA, pharmacy-board, medical-device, HIPAA or other certification is represented by these Terms. Actual legal obligations depend on actual functions and conduct, not a disclaimer.
3. PHARMACY INFORMATION, CATALOG AND PROFESSIONAL RESPONSIBILITIES
3.1 Licenses and Oversight. Pharmacy shall maintain all facility, pharmacist, nonresident, controlled-substance, compounding and other approvals applicable to its actual locations, medications, services and jurisdictions. Pharmacy alone determines and documents its lawful service territory and professional oversight, including pharmacist-in-charge or equivalent responsibilities. Pharmacy shall notify Breakthrough promptly of a material loss, restriction, suspension or change affecting its permitted use. Account activation, state settings or an available medication listing does not expand any license.
3.2 Information Accuracy and Authority. Pharmacy is responsible for the accuracy, completeness, lawful provenance, currency and authorized use of all data, documents, communications, representations and instructions it or its users supplies, imports, approves, publishes or directs the Platform to use (“Pharmacy Content”). This includes information sourced from clinics, providers, vendors or templates that Pharmacy adopts. Pharmacy shall verify required identities, permissions and professional authority, maintain supporting records, correct errors promptly, and not treat displayed information as independently verified by Breakthrough.
3.3 Medications and Availability. Pharmacy controls and is responsible for its catalog, available medications, descriptions, formulations, strengths, quantities, availability, state restrictions, lawful sourcing, promotional claims and required disclosures. Pharmacy shall ensure listings and actual offerings satisfy applicable dispensing, compounding, labeling, advertising, product and jurisdictional requirements. A visible product, searchable category, default setting, administrative status or successful order submission is not Breakthrough’s endorsement, product approval or permission to dispense or ship.
3.4 Professional Assets and Directions. Pharmacy is responsible for reviewing and lawfully approving any professional text, directions, protocols, clinical-difference statements, templates, decision options or other professional assets it uses or makes available. Only appropriately authorized professionals may establish or approve professional determinations. Prepopulated language, suggested fields or software workflow completion does not establish a patient-specific clinical justification, valid prescription, medical necessity, professional certification or regulatory compliance. Breakthrough makes no such determination and does not validate adopted professional content merely by hosting it.
3.5 Pricing and Business Disclosures. Pharmacy is responsible for its own product prices, availability statements, billing representations to its counterparties, reimbursement submissions, patient disclosures and commercial terms relating to Pharmacy’s products and services. Display of that information does not make Breakthrough a seller, payor, collection agent, pharmacy, insurer or guarantor. These Terms prescribe no compensation model for either Party.
3.6 Prescription and Dispensing Duties. Pharmacy retains prescription acceptance, authenticity and validity checks, prescriber verification, pharmacist corresponding responsibility, clinical and drug-utilization review, lawful substitution, counseling, compounding where authorized, sourcing, storage, custody, dispensing, labeling and recordkeeping. Prescribers retain their own patient-specific prescribing duties. No Platform message, routing result, status, document or automated administrative step authorizes Pharmacy to bypass professional review. Pharmacy shall refuse or hold unlawful or unsafe activity; Breakthrough cannot compel a fill or override that judgment. Nothing in these Terms relieves Pharmacy or a pharmacist of duties imposed by applicable law.
3.7 Fulfillment and Safety. Pharmacy is responsible for packaging, shipment authorization, service-territory checks, temperature and handling requirements, delivery arrangements, medication returns, recalls, adverse-event or professional reports, and vendor/carrier selection and oversight applicable to its products. Software status or an added tracking field is not physical fulfillment, carrier verification or a delivery guarantee. Pharmacy shall maintain independent urgent-care, downtime, recall, error-correction and continuity procedures and not rely on a support ticket for an emergency.
3.8 No Compliance Certification by Breakthrough. Pharmacy shall obtain its own professional, legal and regulatory review, train and supervise users, and assess all required consents and disclosures for its activities. Breakthrough has no general obligation to verify or certify Pharmacy Content, available medications, licenses, professional decisions, patient eligibility, service territory or user credentials. Breakthrough may request evidence, disable questionable content or restrict access, but an inspection, failure to inspect or failure to intervene does not transfer Pharmacy’s responsibilities or imply approval. Duties imposed directly on Breakthrough by law are preserved under Section 8.
4. USERS, INVITATIONS AND ACCESS PRIVILEGES
4.1 Pharmacy Authorization. Pharmacy shall designate competent administrators and decide which employees, contractors, clinics, providers and other users may access its account, what information each may see, which medications or workflows are exposed, and which functions each may perform. Pharmacy is responsible for verifying authorization, professional credentials where relevant, permitted purposes and necessary agreements before granting access. Technical provisioning is not Breakthrough’s credentialing, endorsement or authorization of professional practice.
4.2 Least Privilege and Offboarding. Pharmacy shall maintain accurate individual user accounts and role assignments, apply least-privilege permissions, review access regularly, promptly remove departed or unauthorized users, protect credentials and devices, and use available appropriate authentication controls. Do not share credentials, resell access, publish secrets or grant blanket access to patient or other restricted information. Pharmacy shall promptly report suspected credential compromise or unauthorized activity and cooperate in containment.
4.3 Invited Clinics and Providers. Pharmacy controls its lawful invitations, catalog access, professional interactions and permissions for invited workspaces. An invitation does not establish a referral agreement, prescription authorization, patient consent, professional relationship, licensed service territory or lawful disclosure basis. Pharmacy shall preserve lawful professional and patient choice and not use permissions, incentives or withholding of required records to improperly direct prescribing or pharmacy selection. No free independent professional system, equipment, lead list or exclusive patient access is promised by these Terms.
4.4 Responsibility for User Activity. For contractual purposes, Pharmacy is responsible for the acts, omissions, content and permissions of users it authorizes and for unauthorized use it causes or negligently enables, including use through its approved integrations. Breakthrough may rely on apparently authorized account instructions unless applicable law, an agreed safeguard or known contrary information requires otherwise. Pharmacy’s responsibility does not convert an intrusion or improper disclosure caused solely by Breakthrough’s independent conduct into Pharmacy-authorized activity or eliminate Breakthrough’s directly applicable duties.
4.5 Technical Administration. Breakthrough may maintain service-level administrative controls and access reasonably necessary for authorized hosting, security, troubleshooting and support, subject to Section 8 and any applicable BAA. Such access does not make Breakthrough Pharmacy’s professional administrator or authorize unrelated use of information. Breakthrough may refuse or revoke access inconsistent with these Terms or applicable law even if Pharmacy requests it.
5. INTERFACES, RECORD INTEGRITY AND THIRD-PARTY SYSTEMS
5.1 Approved Interfaces Only. Pharmacy shall secure all rights and permissions needed from its software vendors and other counterparties for an integration. No connection, compatibility or custom development is promised by acceptance alone. Only expressly enabled, authorized and validated channels may be used. Pharmacy is responsible for its vendor accounts, licenses, networks, devices and instructions and shall not circumvent vendor restrictions or safeguards.
5.2 Configuration and Acceptance. Pharmacy shall approve and validate its account settings, authorized data fields, destinations, permissions, mapping instructions, prescribing/request-channel distinctions, duplicate controls, system-of-record designations and fallback procedures before live use and after material changes. Each Party remains responsible for its own systems and implementation acts. Technical configuration does not establish a professional or regulatory approval. Pharmacy must confirm actual receipt and professional acceptance through appropriate channels, not infer them from a submission indicator alone.
5.3 Reconciliation and Corrections. Pharmacy shall reconcile imported information, catalog changes, order records, communications and fulfillment status with its professional systems and correct discrepancies promptly. Preserve legally required source records, identifiers, timestamps and change history. Do not overwrite or alter a professional record unlawfully. Suspend the affected exchange and use an appropriate fallback if a mapping, authority, integrity or duplication issue is unresolved. Breakthrough may disable an affected interface to protect security or integrity without assuming professional oversight.
5.4 Third-Party Dependencies. Third-party pharmacy systems, prescribers, clinics, payment systems, carriers, telecommunications, APIs and external data sources are independently operated. Breakthrough does not warrant their accuracy, availability, performance, permissions or compliance and is not their professional agent. A third-party failure is not, by itself, a Breakthrough breach. This provision does not erase any express written implementation duty, directly applicable legal duty or responsibility for Breakthrough’s own conduct.
6. ACCEPTABLE USE AND PROHIBITED REPRESENTATIONS
6.1 Lawful Use. Pharmacy and its users shall use the Platform only for authorized lawful purposes. They shall not submit unlawful or misleading content, permit unlicensed activity, violate privacy or intellectual-property rights, misrepresent professional authority, conceal safety information, evade professional controls or use the Platform to induce unlawful referrals or fee splitting. No representation that Platform use automatically assures anti-kickback, compounding, reimbursement or other legal compliance is permitted.
6.2 Technical Restrictions. Except where nonwaivable law permits, do not reverse engineer, copy or create unauthorized derivative works, resell or sublicense access, bypass restrictions, extract other accounts’ information, conduct unauthorized security testing, introduce malware, interfere with service, or use prohibited automated access. Pharmacy shall not obscure required warnings or represent a demonstration, workflow status or template as an authenticated professional record. These restrictions do not prevent lawful patient access, permitted export or authorized regulator disclosure.
6.3 Correct Attribution. Pharmacy shall not state or imply that Breakthrough operates its pharmacy, verifies its medications, holds its professional credentials, supervises its clinicians or dispensing, guarantees its outcomes, or has regulatory authority to replace required pharmacy software. Use of Breakthrough’s marks, public endorsements or testimonials requires prior written permission. Users must accurately distinguish Pharmacy-provided content and professional services from technology functions.
7. PLATFORM RIGHTS AND CHANGES
7.1 Ownership. Breakthrough and its licensors retain the Platform, software, interfaces, architecture, documentation, branding and improvements. Pharmacy retains its applicable rights in Pharmacy Content and professional records, subject to lawful rights of patients and others. Pharmacy grants only the rights reasonably necessary to host, process, display, transmit, secure and support its authorized use; it warrants authority to do so. No ownership transfer, unrestricted data exploitation or access to another entity’s records is granted.
7.2 Maintenance and Changes. Breakthrough may maintain, update, correct, replace or discontinue functions and establish reasonable technical limits. No fixed uptime, response time, backup frequency, recovery target, feature roadmap or certification applies unless expressly undertaken in a separate signed writing. Breakthrough shall comply with applicable notice, privacy and required record-access duties. Pharmacy shall maintain independent backups, professional records and continuity procedures and reassess its workflow when a material change affects them.
7.3 Support and Feedback. Available support addresses technology and account operation, not patient-specific prescribing, dispensing, clinical or legal advice. Feedback may be used to improve the Platform if it contains no protected or third-party confidential information; no patient-data or professional-content license is inferred from feedback. No separate professional or management engagement is created by a support interaction.
8. PRIVACY, SECURITY AND NONDELEGABLE DUTIES
8.1 Pharmacy Disclosure Authority. Pharmacy shall establish the lawful basis for collection, use, disclosure and access to information, provide required notices, obtain necessary permissions, and ensure its instructions are lawful. Pharmacy determines professional-record obligations and permitted disclosures within its scope. A software invitation, user role, accepted order or these Terms alone is not patient consent or a lawful basis for unrestricted information sharing.
8.2 Required BAA and Other Agreements. If Breakthrough creates, receives, maintains or transmits protected health information on behalf of a HIPAA-covered Pharmacy as a business associate, the Parties must execute an appropriate Business Associate Agreement (“BAA”) before that processing. These Terms are not a BAA and do not supply all BAA-required terms. Complete other data agreements or safeguards required for actual data and roles before activation. Pharmacy shall not enable protected-data workflows without necessary arrangements; Breakthrough shall not process such data without its required agreements. Duties imposed directly on Breakthrough remain its own.
8.3 Breakthrough Processing and Safeguards. Breakthrough shall use Pharmacy information only for authorized technology purposes, as an applicable BAA or data agreement permits, or as law requires, and shall implement reasonably appropriate safeguards within its control consistent with directly applicable law. Required subcontractors shall be appropriately bound, including required business-associate terms. Breakthrough shall provide legally and contractually required incident reporting and cooperation without using a disclaimer to avoid them. No particular certification, absence of vulnerabilities or absolute security is warranted.
8.4 No Blanket Data Exploitation. These Terms do not authorize sale of protected information, unrelated advertising, referral marketing, commercial training of AI models on protected information, or identifiable disclosure across Pharmacy accounts. Account-level operational reporting remains subject to lawful permissions. Aggregation alone is not de-identification. Any additional de-identified or comparative data use requires a lawful basis, required contractual permission and appropriate de-identification and confidentiality safeguards.
8.5 Rights and Retention. Pharmacy shall maintain required records and handle patient access, amendments, disclosure-accounting, regulator requests and legal holds within its scope. Breakthrough shall fulfill applicable obligations for records it holds, including cooperation required under a BAA or law. Required access shall not be denied solely because of a commercial dispute or termination. Neither these Terms nor data ownership extinguishes patient rights, regulator authority, mandatory security obligations or either Party’s directly applicable legal duties.
9. CONFIDENTIALITY
9.1 Protection. Each Party shall protect the other’s nonpublic business and technical information, use it only for authorized purposes, and disclose it only to persons with a lawful need and appropriate obligations, by authorized consent or as law requires. Exclude information lawfully public, already known without restriction, independently developed, or lawfully obtained from an unrestricted third party. Give advance notice of compulsory disclosure when legally permitted and reasonably practicable.
9.2 Continued Duties. Confidentiality survives for five years after termination, and for trade secrets and protected information for as long as applicable law requires. Section 8 and an applicable BAA govern protected information to the extent more protective or mandatory. No provision restricts protected reporting, required patient access or lawful regulator cooperation.
10. DISCLAIMERS; NO RELIANCE ON PROFESSIONAL CLAIMS
10.1 AS-IS TECHNOLOGY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND TECHNOLOGY FUNCTIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT FOR AN EXPRESS OBLIGATION IN A SEPARATE SIGNED WRITING OR A NONWAIVABLE LEGAL DUTY, BREAKTHROUGH DISCLAIMS EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CONTINUOUS AVAILABILITY, THIRD-PARTY COMPATIBILITY AND ERROR-FREE OPERATION. NO ORAL, SUPPORT, DEMONSTRATION OR MARKETING STATEMENT CREATES A WARRANTY OR PROFESSIONAL AUTHORITY UNDER THESE TERMS.
10.2 NO PROFESSIONAL OR BUSINESS GUARANTEE. BREAKTHROUGH DOES NOT WARRANT OR CERTIFY PHARMACY CONTENT, MEDICATION LAWFULNESS OR AVAILABILITY, PRESCRIPTION VALIDITY, PROFESSIONAL CREDENTIALS, CLINICAL OUTCOMES, LEGAL COMPLIANCE, REIMBURSEMENT, PATIENT ELIGIBILITY, DELIVERY, NEW BUSINESS OR PROFITABILITY. PHARMACY MUST INDEPENDENTLY VERIFY AND PROFESSIONALLY APPROVE MATTERS WITHIN ITS RESPONSIBILITY. THE PLATFORM IS NOT INTENDED TO REPLACE REQUIRED PHARMACY SOFTWARE, PROFESSIONAL REVIEW, RECORDS OR EMERGENCY CHANNELS.
10.3 Limitation of Disclaimer. These disclaimers do not authorize unlawful conduct, erase directly applicable legal duties, override a controlling BAA, disclaim an express obligation preserved by Section 14, or eliminate nonwaivable remedies. Whether actual functionality is regulated depends on facts and law, not the phrase “technology partner.” Pharmacy’s assent does not waive rights of nonparties.
11. PHARMACY DEFENSE, INDEMNITY AND INSURANCE
11.1 Protected Parties and Claims. To the fullest lawful extent, Pharmacy shall defend, indemnify and hold harmless Breakthrough, its affiliates involved in providing the Platform, and their officers, managers, employees, agents, licensors and subcontractors (“Protected Parties”) against third-party claims, demands, suits and lawfully indemnifiable proceedings, including reasonable attorneys’ fees, defense costs, settlements and judgments, arising from or related to: Pharmacy’s or its users’ professional, dispensing, compounding, product, shipment or patient-care acts or omissions; Pharmacy Content or its asserted inaccuracy, unlawfulness, infringement or lack of authorization; Pharmacy’s catalog, medication availability, directions, claims, service territory or professional assets; permissions, invitations, disclosures or credentials Pharmacy grants, approves or negligently enables; Pharmacy’s instructions, vendor arrangements or unauthorized integrations; Pharmacy’s breach of these Terms, applicable law or required professional/privacy duties; or another person’s reliance on a representation or content made or adopted by Pharmacy. Fines and penalties are included only where indemnification is lawful. These duties do not make Pharmacy the author of Breakthrough’s independent code or create indemnity for a claim arising solely from Breakthrough’s independent breach or infringement, with no Pharmacy-originated basis listed here.
11.2 EXPRESS ORDINARY-NEGLIGENCE ALLOCATION. TO THE EXTENT LAWFULLY PERMITTED, THE INDEMNITY IN SECTION 11.1 INCLUDES A COVERED CLAIM ALLEGING A PROTECTED PARTY’S CONCURRENT ORDINARY NEGLIGENCE, EVEN WHEN BREAKTHROUGH IS NAMED BECAUSE IT PROVIDED THE TECHNOLOGY USED IN PHARMACY’S ACTIVITIES. THIS IS AN EXPRESS ALLOCATION OF COVERED ORDINARY-NEGLIGENCE RISK, NOT AN INDEMNITY FOR EVERY CLAIM REGARDLESS OF ITS SOURCE. PHARMACY DOES NOT INDEMNIFY A PROTECTED PARTY TO THE EXTENT A FINAL ADJUDICATION OR AGREED SETTLEMENT ALLOCATION ESTABLISHES THAT THE CLAIM WAS CAUSED BY THAT PARTY’S FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR CONDUCT FOR WHICH INDEMNITY IS PROHIBITED BY LAW. BREAKTHROUGH’S DIRECTLY APPLICABLE STATUTORY AND BAA DUTIES ARE NOT TRANSFERRED TO PHARMACY.
11.3 Defense and Expense Advancement. The defense duty applies to claims whose allegations reasonably fall within Section 11.1, before final liability is established, to the extent lawful. Breakthrough shall give reasonably prompt notice; delay relieves Pharmacy only to the extent materially prejudiced. Pharmacy shall promptly assume a competent defense with counsel reasonably acceptable to Breakthrough and advance reasonable defense expenses for covered claims. If Pharmacy fails to defend, Breakthrough may conduct the defense and recover reasonable covered costs. Pharmacy’s duties are independent of insurance availability and are not subject to Breakthrough’s liability cap. For mixed claims, the Parties shall reasonably allocate defense expenses; amounts attributable to an ultimately excluded claim shall be adjusted and reimbursed as required by law and the established allocation.
11.4 Defense Control and Settlement. Breakthrough may participate with separate counsel at its own expense, except reasonable necessary separate-counsel expense caused by a material conflict, Pharmacy’s failure to defend, or another lawful basis for recovery. Pharmacy shall not settle a claim against a Protected Party without that Party’s written consent if the settlement lacks a complete release, admits fault, imposes nonmonetary duties, affects professional or intellectual-property rights, or requires payment by the Protected Party. Do not require consent unreasonably for a fully funded monetary settlement with a complete release and none of those effects. Cooperate reasonably, protect privileged information, and minimize unnecessary protected-data disclosure. No Party may make an unauthorized admission binding the other.
11.5 Insurance and Survival. Pharmacy shall maintain professional, product, general-liability and privacy/cyber coverage appropriate to its actual activities and as required by law or a separate signed arrangement, and provide reasonable evidence on request. Insurance does not limit Pharmacy’s obligations. This Section survives termination. These Terms create no reciprocal contractual indemnity obligation by Breakthrough; any expressly agreed separate indemnity and nonwaivable duties remain governed by their controlling terms and law.
12. COMMERCIAL-LOSS RELEASE AND LIABILITY LIMITATIONS
12.1 EXPRESS LIMITED RELEASE. TO THE MAXIMUM EXTENT LAWFULLY PERMITTED, PHARMACY RELEASES THE PROTECTED PARTIES FROM PHARMACY’S OWN CLAIMS FOR COMMERCIAL OR ECONOMIC LOSS CAUSED BY BREAKTHROUGH’S ORDINARY NEGLIGENCE IN PROVIDING THE PLATFORM, INCLUDING ORDINARY-NEGLIGENCE CLAIMS ABOUT ADMINISTRATIVE SOFTWARE ERRORS, INTERRUPTIONS OR TECHNOLOGY RELIANCE. PHARMACY EXPRESSLY UNDERSTANDS THAT THIS LANGUAGE ADDRESSES BREAKTHROUGH’S OWN ORDINARY NEGLIGENCE, NOT ONLY PHARMACY’S NEGLIGENCE. IT DOES NOT RELEASE FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, NONWAIVABLE STATUTORY LIABILITY, CLAIMS INVOLVING PUBLIC-INTEREST DUTIES THAT CANNOT BE RELEASED, OR RIGHTS OF PATIENTS OR OTHER NONPARTIES. IT DOES NOT ELIMINATE PRESERVED EXPRESS CONTRACT DUTIES OR REQUIRED PERFORMANCE OF STATUTORY OR BAA OBLIGATIONS.
12.2 EXCLUDED DAMAGES. TO THE MAXIMUM LAWFUL EXTENT, THE PROTECTED PARTIES ARE NOT LIABLE TO PHARMACY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR BUSINESS INTERRUPTION, HOWEVER CHARACTERIZED, ARISING FROM THESE TERMS OR PLATFORM USE, EVEN IF ADVISED OF THEIR POSSIBILITY. RECOVERABLE DIRECT DAMAGES ARE GOVERNED BY SECTION 12.3. THIS EXCLUSION DOES NOT APPLY TO THE EXCEPTIONS IN SECTION 12.4.
12.3 AGGREGATE CAP. TO THE MAXIMUM LAWFUL EXTENT, THE COMBINED AGGREGATE LIABILITY OF ALL PROTECTED PARTIES TO PHARMACY ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED ONE THOUSAND UNITED STATES DOLLARS (US $1,000), TOTAL FOR ALL CLAIMS, CLAIMANTS THROUGH PHARMACY, USERS, EVENTS AND LEGAL THEORIES, NOT PER INCIDENT OR PER YEAR. THIS IS A LIABILITY ALLOCATION ONLY, NOT A SUBSCRIPTION PRICE, FEE, COMPENSATION MODEL OR DAMAGES ENTITLEMENT. IT APPLIES TO CLAIMS NOT VALIDLY RELEASED UNDER SECTION 12.1 AND IS SUBJECT TO SECTION 12.4 AND A CONTROLLING SIGNED OVERRIDE UNDER SECTION 14.
12.4 Nonwaivable Exceptions. No release, damages exclusion, cap or indemnity excuses fraud, gross negligence, willful misconduct, or responsibility that applicable law prohibits releasing, limiting or shifting. No provision limits regulator authority, a nonparty’s rights, required patient/record access, or performance of directly applicable privacy/security, professional or BAA duties. Private monetary remedies may be limited only to the extent law permits; directly applicable duties are not waived merely because an otherwise lawful contractual remedy limit exists. A controlling BAA or expressly controlling signed provision governs any conflicting PHI obligation or agreed higher liability allocation. Pharmacy’s covered indemnity, confidentiality, data misuse and intellectual-property obligations are not reduced by the cap applicable to Breakthrough.
12.5 Commercial Risk Allocation. Pharmacy acknowledges that it elects a business technology service, maintains its own professional systems and controls, and has the opportunity to obtain independent advice and request different terms before acceptance. The liability provisions are separate allocations, each effective only to the extent lawful; if one is invalid, the others apply only within their own permissible scope. Severability is not a representation that an otherwise prohibited healthcare or data practice is lawful. No recital overrides mandatory law or guarantees enforceability.
13. ACCESS TERM, SUSPENSION, TERMINATION AND RECORDS
13.1 Access Term. These Terms apply from valid acceptance while Pharmacy’s authorized access or related surviving obligations remain in effect. They create no fixed subscription period, automatic renewal obligation or compensation commitment. Any separately agreed commercial term is not changed by this Section.
13.2 Necessary Restrictions. Breakthrough may refuse activation, remove content, limit an interface, suspend access or terminate affected use for unlawful or prohibited activity, loss of required authority, material security/integrity or safety risk, unauthorized access, material breach, or instructions it cannot lawfully perform. Immediate restriction is permitted where needed; provide notice and an opportunity to correct where reasonably practicable and legally appropriate. Technical intervention does not make Breakthrough Pharmacy’s supervising professional. Preserve mandatory record access and protected-data obligations.
13.3 Other Ending of Access. Subject to controlling signed arrangements, either Party may end otherwise terminable authorized use on thirty days’ written notice. Pharmacy may stop using the Platform, but stopping does not automatically terminate a separate signed agreement or relieve surviving duties. No Party is required to continue an unlawful function. These Terms create no right to accelerate, impose or collect future compensation.
13.4 Export and Transition. Pharmacy shall keep independent required records and promptly request available exports before planned exit or, where technically feasible, within thirty days after access ends. Breakthrough shall provide a reasonable standard export of Pharmacy’s authorized information it holds, excluding proprietary source code and other accounts’ information, and cooperate with required record access and applicable BAA return/deletion duties. A technical restriction or dispute shall not unlawfully prevent required patient or regulator access. No unlimited hosting or retention guarantee is made; required holds, lawful retention and applicable BAA protections continue. Pharmacy is responsible for professional continuity and validating transferred records.
13.5 Survival. Sections on professional/content responsibility, ownership, confidentiality, data rights and protections, lawful retention/access, indemnity, liability, disputes and accrued obligations survive as their nature requires. Retention does not authorize renewed access, unrelated data exploitation or continued professional reliance on an inactive account.
14. GENERAL TERMS AND AFFIRMATIVE ACCEPTANCE
14.1 Priority and Other Agreements. These Terms govern their technology-use scope. Applicable mandatory law controls; a governing BAA or legally required data agreement controls conflicting protected-data duties. A separately signed provision expressly modifying these Terms controls the identified subject. These Terms do not silently supersede or amend an existing negotiated agreement, professional engagement or commercial arrangement; incorporation, replacement or priority must be expressly accepted. Documentation, support conversations and later website notices do not expand professional authority or create compensation terms.
14.2 Changes to Terms. Breakthrough may propose updated Terms prospectively with notice and an accessible copy. Material changes to indemnity, liability, data permissions or professional responsibilities require affirmative acceptance by an authorized Pharmacy representative before they govern the affected future use. No retroactive change applies to accrued claims or previously completed activity absent lawful express agreement. Preserve the accepted version and record. Where acceptance is withheld, existing controlling arrangements and lawful suspension/termination procedures apply; silence is not assent to an unrelated entity’s obligations.
14.3 Assignment and Subcontractors. Pharmacy may not transfer access or these Terms to another entity without Breakthrough’s written consent, except where nonwaivable law requires otherwise. Breakthrough may assign to an affiliate or lawful successor acquiring the relevant business, with assumption of applicable duties, preserved required data protections and notice where required. Breakthrough may use appropriately bound technology subcontractors but remains responsible for its own contractual and directly applicable legal obligations. No assignment transfers a professional license or patient relationship.
14.4 Missouri Law and Forum. Missouri law governs these Terms, without its conflict-of-law rules, subject to mandatory laws applicable to actual activities, data, parties and jurisdictions. Unless a controlling signed dispute provision applies, disputes shall be brought in state courts in St. Charles County, Missouri, or the United States District Court for the Eastern District of Missouri if federal jurisdiction exists. The Parties submit to those courts to the extent lawful. Seek good-faith business resolution before litigation where reasonably practicable; urgent relief, mandatory deadlines and protected reporting need not await that process.
14.5 JURY WAIVER AND CLAIM PERIOD. TO THE EXTENT LAWFULLY PERMITTED, EACH PARTY KNOWINGLY WAIVES JURY TRIAL FOR A DISPUTE BETWEEN THEM ARISING FROM THESE TERMS. TO THE EXTENT AN APPLICABLE LIMITATIONS PERIOD MAY LAWFULLY BE SHORTENED BY CONTRACT, PHARMACY MUST BRING ITS CONTRACTUAL CLAIM WITHIN ONE YEAR AFTER IT DISCOVERS, OR REASONABLY SHOULD DISCOVER, THE FACTS GIVING RISE TO THE CLAIM. THIS DOES NOT SHORTEN A NONWAIVABLE PERIOD, REGULATOR ENFORCEMENT OR A NONPARTY’S RIGHTS. NO ARBITRATION OBLIGATION IS CREATED.
14.6 Enforcement and Equitable Relief. Breakthrough may seek lawful equitable relief for unauthorized access, intellectual-property misuse, unlawful disclosure or a threatened breach without treating that remedy as a professional power. If Breakthrough prevails in enforcing these Terms against Pharmacy, it may recover reasonable enforcement attorneys’ fees and costs to the extent lawful; any mandatory reciprocal right is preserved. Covered third-party defense costs remain governed by Section 11. No provision excuses required proof, statutory protections or court discretion.
14.7 Notices and Administration. Pharmacy shall maintain accurate notice and administrator contacts in its acceptance/account records. Legal notices to Breakthrough go to Breakthrough Health LLC, 6051 Mid Rivers Mall Dr, Cottleville, MO 63304, and to orders@bthealth.app; legal notices to Pharmacy go to its accepted notice contacts. Use confirmed email, recognized courier, personal delivery or another expressly agreed method; effectiveness is actual or legally recognized receipt. Routine in-platform messages are not substitutes for required legal notice unless expressly accepted as such.
14.8 Severability, Waiver and Force Majeure. Apply an unenforceable provision only to the extent law permits or sever it when appropriate; do not rewrite it to authorize prohibited conduct. No waiver arises merely from delay or failure to inspect. Events beyond reasonable control may excuse delayed technology performance with reasonable notice and mitigation, but not unlawful data use or avoidance of mandatory record-access, privacy or other nonwaivable duties. Headings do not alter substantive obligations. Authorized electronic signatures and counterparts are permitted. No third-party enforcement rights are created except as expressly stated for Protected Parties and rights that cannot lawfully be excluded.
PHARMACY AFFIRMATIVE ACCEPTANCE
Pharmacy voluntarily elects to use OnlyScripts under these Terms. Its authorized representative confirms that Pharmacy controls and is responsible for its information, available medications, catalog, professional content, invited users, access privileges, integrations and professional operations as specified above. Neither OnlyScripts nor Breakthrough grants professional authority or claims to replace Pharmacy’s required software or records.
SPECIFIC RISK ACKNOWLEDGMENT. PHARMACY HAS READ SECTIONS 10–12, INCLUDING THE EXPRESS ORDINARY-NEGLIGENCE ALLOCATION, DEFENSE/INDEMNITY, LIMITED COMMERCIAL-LOSS RELEASE, DAMAGES EXCLUSIONS AND US $1,000 AGGREGATE LIABILITY CAP, AND SECTION 14.5’S JURY WAIVER AND LAWFULLY SHORTENABLE CONTRACTUAL CLAIM PERIOD. NONWAIVABLE EXCEPTIONS REMAIN IN EFFECT.
PHARMACY — ENTITY ELECTING PLATFORM USE
Pharmacy exact legal name / formation state / entity type: [Complete]
Authorized locations / account identifier: [Complete]
By / printed name / title: ______________________________
Signature / date: _____________________________________
Pharmacy legal-notice address / email: [Complete]
Accepted Terms version: November 1, 2026
BREAKTHROUGH HEALTH LLC
Authorized acknowledgment, if using a bilateral signature form: ______________________________
By / printed name / title / date: ________________________
Legal-notice address / email: Breakthrough Health LLC, 6051 Mid Rivers Mall Dr, Cottleville, MO 63304 / orders@bthealth.app
Electronic acceptance may replace the signature form if it records Pharmacy’s entity, authorized signer, account/locations, affirmative assent, acceptance timestamp and the complete Terms version. Before enabling that acceptance, Breakthrough must identify its exact contracting entity and notice contact. Present the Terms and specific risk acknowledgment before a required unchecked acceptance control and permit Pharmacy to retain a complete copy. No subscription price or compensation model is adopted by this acceptance.