Terms of Use

THESE TERMS OF USE (“Agreement”) are a binding agreement between you (“Licensee,” “User,” or “you”) and C2 Vault, LLC (“Company,” “we,” “us,” or “our”).

This Agreement governs your access to and use of the C2 Vault website, software platform, and related services (collectively, the “Application”). The Application is licensed, not sold.

BY ACCESSING, REGISTERING FOR, OR USING THE APPLICATION, YOU:

• Acknowledge that you have read and understand this Agreement;
• Represent that you are at least 18 years old and legally authorized to enter into this Agreement;
• Agree to be legally bound by its terms;
• If acting on behalf of a pharmacy or corporate entity, represent that you have authority to bind that entity;
• Represent that you or your employer are a registrant in good standing with the United States Drug Enforcement Administration (“DEA”) if using the Application to track controlled substances.

If you do not agree, do not access or use the Application.

1. License Grant

Subject to this Agreement and your active subscription, Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Application solely for lawful business purposes related to pharmacy operations and controlled substance recordkeeping. Company retains all right, title, and interest in and to the Application and all related technology, including all software, source code, object code, algorithms, designs, documentation, trademarks, trade secrets, and other intellectual property rights. No rights are granted to Licensee except as expressly set forth in this Agreement. Any feedback, suggestions, enhancement requests, or recommendations provided by users may be used by Company without restriction or compensation.

2. Subscription and Payment

(a) Subscription Plans

Access to the Application requires an active paid subscription. Company offers both monthly and annual subscription plans. Subscription fees and pricing are provided to Customer during signup and are subject to change with notice. Subscriptions renew automatically unless canceled prior to the renewal date.

(b) Payment Terms

All fees are billed in advance and are non-refundable except as expressly provided below. You are responsible for all applicable taxes. Failure to pay subscription fees may result in suspension or termination of access.

(c) Refund Policy

Monthly Subscriptions

Monthly subscription fees are non-refundable once charged. You may cancel at any time, and access will continue through the end of the current billing cycle.

Annual Subscriptions

Company may, at its sole discretion, provide a refund of the initial annual subscription fee if the Application experiences a material technical malfunction that substantially prevents use of its core functionality, and such issue is not resolved within thirty (30) days after written notice to Company. Refund requests must be submitted within thirty (30) days of the initial annual subscription charge.

Refunds do not apply to renewal terms, minor bugs, feature requests, dissatisfaction unrelated to core functionality, user error, internet outages, third-party service disruptions, regulatory actions, audit outcomes, or failure to achieve specific compliance results.

3. License Restrictions

Licensee may not:

• Copy, reproduce, or distribute the Application
• Reverse engineer, decompile, or attempt to derive source code
• Modify or create derivative works
• Sell, sublicense, or transfer access
• Use the Application for unlawful purposes
• Share login credentials outside your organization

Violation may result in immediate termination.

4. Compliance Disclaimer

C2 Vault is a recordkeeping and reporting assistance tool. The Application does NOT:

• Replace legal advice
• Guarantee compliance with DEA, state, or federal law
• Assume responsibility for pharmacy regulatory obligations
• Replace required physical inventory counts
• Replace required state or federal reporting systems

You remain solely responsible for:

• Accurate data entry
• Physical inventory verification
• Filing required DEA forms
• Maintaining compliance with all applicable laws

Company makes no representation that use of the Application alone ensures regulatory compliance.

5. Data Responsibility

You are solely responsible for:

• Accuracy of all data entered
• Lawful handling of prescription information
• Ensuring no protected health information is entered unless compliant with HIPAA

Company is not responsible for errors resulting from inaccurate data entry.

6. Account Security

You must:

• Maintain confidentiality of login credentials
• Restrict access to authorized personnel
• Notify Company of unauthorized access

Company is not liable for losses resulting from compromised credentials.

7. Data Storage, Backups, and Third-Party Infrastructure

The Application stores data in encrypted cloud environments located within the United States. Company employs commercially reasonable security measures to protect data. However:

• No system is guaranteed to be 100% secure
• Company does not warrant that the Application will be free from security breaches or unauthorized access
• Company is not liable for data breaches, interruptions, delays, or data loss caused by third-party infrastructure providers, including but not limited to cloud hosting providers, payment processors, internet service providers, or other technology vendors

The Application may rely on third-party services for hosting, payment processing, authentication, or communications. Company does not control and is not responsible for the availability, performance, or reliability of such third-party services. Users are solely responsible for maintaining backups or copies of records if required under federal or state law.

8. HIPAA and Protected Health Information

The Application is not intended to store or process patient names, dates of birth, addresses, diagnoses, or other protected health information as defined under the Health Insurance Portability and Accountability Act (“HIPAA”). Licensee agrees not to enter protected health information into the Application except to the limited extent necessary for prescription tracking using non-identifiable prescription reference numbers. Licensee remains solely responsible for compliance with HIPAA and all other privacy laws. Company does not assume the role of a Business Associate unless expressly agreed to in a separate written agreement signed by both parties.

9. Updates

Company may modify, update, or discontinue features at its sole discretion. Updates may be automatic and are subject to this Agreement. Company is not obligated to maintain any specific feature indefinitely.

10. Force Majeure

Company shall not be liable or responsible for any delay, failure in performance, or interruption of service resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, cyberattacks, internet outages, power failures, governmental actions, labor disputes, cloud hosting failures, or other events beyond Company's control.

11. Disclaimer of Warranties

THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY OR RELIABILITY

Company does not warrant:

• That the Application will prevent audit findings
• That the Application will meet all regulatory requirements
• That the Application will operate without interruption

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to regulatory fines, DEA enforcement actions, license suspension, business interruption, lost profits, or data loss, even if advised of the possibility of such damages.

In no event shall Company's total aggregate liability arising out of or related to this Agreement exceed the total subscription fees paid by Licensee to Company during the twelve (12) months preceding the event giving rise to the claim. The remedies set forth in this Agreement are the exclusive remedies available to Licensee.

13. Limitation on Claims

Any claim, action, or proceeding arising out of or relating to this Agreement or the Application must be brought within one (1) year after the cause of action first arises. Any claim not brought within this time period is permanently barred.

14. Indemnification

You agree to indemnify and hold harmless Company from any claims, losses, penalties, or damages arising from:

• Your misuse of the Application
• Regulatory violations
• Inaccurate data entry
• Breach of this Agreement

15. Term and Termination

This Agreement remains in effect for as long as you access or use the Application or maintain an active subscription. Company may suspend or terminate your access to the Application immediately, with or without notice, if:

• Subscription fees are not paid when due
• You breach this Agreement
• You engage in unlawful, fraudulent, or improper activity
• Continued access poses legal, regulatory, or security risk

Upon termination or expiration of your subscription:

• Access to the Application will terminate immediately
• Licensee will have thirty (30) days from the date of termination to download its data, unless otherwise required by law
• After such thirty (30) day period, Company may permanently delete all account data without further notice

Company is not obligated to retain account data beyond this period and shall not be liable for deletion of data following termination. Licensee remains solely responsible for retaining and maintaining any records required under federal, state, or regulatory law, including controlled substance recordkeeping obligations.

16. Assignment

Licensee may not assign or transfer this Agreement or any rights granted hereunder without the prior written consent of Company. Company may assign this Agreement without restriction, including in connection with a merger, acquisition, asset sale, or reorganization.

17. Dispute Resolution; Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Application shall be resolved exclusively through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York County, New York. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree to waive any right to a trial by jury.

Class Action Waiver:

All claims must be brought in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall have no authority to hear or decide any class or representative action.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Subject to the Dispute Resolution; Arbitration section above, any court proceedings permitted under this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York, and the parties hereby consent to the personal jurisdiction and venue of such courts.

19. Changes to Agreement

Company may update this Agreement at any time. Continued use constitutes acceptance of changes. If you do not agree to such an update, you must immediately stop using the Application.

20. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

21. No Waiver

No failure or delay by Company in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. Any waiver must be in writing and signed by an authorized representative of Company. A waiver of any provision shall not constitute a waiver of any other provision or of the same provision on a future occasion.

22. Entire Agreement

This Agreement and the Privacy Policy constitute the entire agreement between you and Company.