These Axiom Customer Terms and Conditions (the "Terms") govern each Order Form that expressly incorporates these Terms between Axiom BPO LLC ("Axiom") and the customer identified in that Order Form ("Customer"). By signing or electronically accepting an Order Form that references these Terms, Customer agrees that the Order Form and these Terms form a binding Agreement.
1.1 Agreement. The "Agreement" consists of the signed Order Form, any written addendum expressly incorporated into or executed under the Order Form, these Terms, and any product schedule, catalog, statement of work, or other exhibit expressly referenced by the Order Form.
1.2 Order of Precedence. If there is a conflict, the following order controls: (a) the signed Order Form; (b) any applicable written addendum that expressly states it modifies the Agreement; (c) these Terms; and (d) product schedules, catalogs, technical documentation, or other referenced materials. A purchase order or other Customer form does not modify the Agreement unless Axiom expressly signs a written amendment accepting the conflicting term.
1.3 Key Definitions. "Axiom Connect" means Axiom's ordering, integration, catalog, account, and related technology platform. "Axiom Network Pharmacy" means a licensed dispensing pharmacy made available or introduced through Axiom Connect, whether or not under common ownership with Axiom. "Compounded Product" means a prescription drug preparation compounded by a licensed pharmacy. "Pen Device" means a reusable or disposable drug-delivery pen or related device supplied through Axiom. "Professional Entity" means the licensed medical practice or other professional entity through which clinical services are provided. "Prescriber" means a duly licensed healthcare professional with authority to prescribe the applicable drug in the applicable jurisdiction. "Products" means Pen Devices, Compounded Products, and ancillary products, supplies, or medications made available through Axiom Connect.
1.4 Applicable Law. "Applicable Law" means all federal, state, and local laws, regulations, orders, professional standards, licensing requirements, privacy and security requirements, pharmacy and telehealth requirements, and other legal obligations applicable to a party, a Product, a prescription, a patient, or the services performed under the Agreement.
2.1 Platform Access. Subject to the Agreement, Axiom will provide Customer access to Axiom Connect and may configure Customer's product catalog, user roles, shipping profiles, and standard integrations. Axiom may use subcontractors and service providers to perform technical, logistics, support, and administrative functions.
2.2 Integrations. Any API, EHR, SSO, or other integration is subject to technical feasibility, third-party cooperation, security requirements, and mutually agreed specifications. Customer is responsible for the accuracy of credentials, configuration information, and data it supplies. Axiom is not responsible for outages or errors caused by Customer systems, third-party systems, internet services, or inaccurate Customer data.
2.3 Authorized Users. Customer will limit access to authorized users, maintain reasonable credential security, promptly disable former users, and notify Axiom of suspected unauthorized access. Customer is responsible for activity performed through its accounts except to the extent caused by Axiom's breach of the Agreement.
2.4 Service Changes and Maintenance. Axiom may make reasonable changes to Axiom Connect, including updates required for security, compliance, performance, or interoperability. Axiom may temporarily suspend access for planned maintenance, emergencies, security threats, unlawful use, or material risk to patients, systems, or third parties.
3.1 Order Submission. Customer will place covered orders through Axiom Connect unless Axiom authorizes another method in writing. An order is "Complete" when Axiom and, where applicable, the dispensing pharmacy have received all required product selections, patient and shipping information, a valid prescription or lawful order, payment information, and any other information reasonably required to process the order.
3.2 Patient-Specific Requirements. Where Applicable Law or the dispensing model requires a patient-specific prescription, a Compounded Product may be processed only for an identified individual patient pursuant to a valid prescription issued by an authorized Prescriber after an appropriate clinical relationship and evaluation. Customer will not submit fictitious, standing, fabricated, or otherwise invalid prescriptions or patient information.
3.3 Independent Professional Judgment. Axiom is not a pharmacy, prescriber, or medical practice unless a separate written agreement expressly identifies a specific regulated role. Each Axiom Network Pharmacy retains independent professional judgment and responsibility for compounding, dispensing, labeling, counseling, and pharmacy practice. Each Prescriber and Professional Entity retains independent clinical judgment and responsibility for diagnosis, treatment, prescribing, monitoring, informed consent, and patient care. Nothing in the Agreement requires Axiom or Customer to direct or control licensed professional judgment.
3.4 Order Acceptance. Submission of an order does not guarantee acceptance or fulfillment. Axiom or an Axiom Network Pharmacy may reject, hold, cancel, or request additional information for an order based on prescription validity, patient safety, quality, licensure, shipping restrictions, supply, suspected fraud, payment status, Applicable Law, or other reasonable compliance considerations.
4.1 No Guarantee of Continued Availability. Product schedules and Axiom Connect listings describe products that may be available at a given time; they do not guarantee that any Product may lawfully or practically be compounded, dispensed, sold, shipped, prescribed, or used for any patient, indication, jurisdiction, or period.
4.2 Right to Suspend or Modify Products. Axiom may suspend, remove, limit, substitute, or modify a Product, formulation, strength, route of administration, packaging, shipping method, or participating pharmacy if Axiom or a participating pharmacy reasonably determines that the action is appropriate because of Applicable Law, FDA or state regulatory activity, pharmacy policy, patient-safety concerns, product quality, recall, ingredient or component availability, supplier issues, licensure, shipping constraints, or other material compliance or supply considerations. Such action will not constitute a breach of the Agreement.
4.3 Commitment Relief. Any quantity that Axiom is unable to fill because of a Product suspension, regulatory restriction, material supply interruption, recall, or pharmacy refusal outside Customer's reasonable control will not count against Customer's applicable volume commitment. If Customer prepaid for units that Axiom permanently cannot deliver, Axiom will, at Customer's election, apply the unused prepaid amount to an available substitute approved by Customer or refund the unused prepaid amount attributable to undelivered units. This is Customer's monetary remedy for the undelivered units, without limiting rights arising from fraud, willful misconduct, or other rights that cannot lawfully be limited.
4.4 Alternative Sourcing. If Axiom is unable to fulfill a Complete covered order within ten (10) business days after receipt, or earlier notifies Customer that the order cannot be fulfilled, Customer may source that particular order from another lawful source without violating an exclusivity obligation. Customer will use commercially reasonable efforts to notify Axiom before alternative sourcing when practicable.
5.1 Compounded Drugs Are Not FDA-Approved. Customer acknowledges that compounded drug products are not FDA-approved and are not reviewed by FDA for safety, effectiveness, or quality before marketing in the same manner as FDA-approved drugs. A Product listing, commercial description, or contracted rate is not a representation that a compounded formulation is FDA-approved or appropriate for any patient.
5.2 Compounding Conditions. The parties acknowledge that lawful compounding may depend on the status of the pharmacy, the prescription and patient, applicable sections of the Federal Food, Drug, and Cosmetic Act, FDA lists and policies, state law, and other facts that can change over time. The dispensing pharmacy is responsible for determining whether it may lawfully compound and dispense a particular prescription. Customer will not instruct Axiom or a pharmacy to compound, dispense, distribute, or promote a Product in violation of Applicable Law.
5.3 No Misleading Promotion. Customer will not state or imply that a compounded drug is FDA-approved, FDA-endorsed, a generic equivalent, clinically equivalent, safer, more effective, or of higher quality than an FDA-approved drug unless the specific statement is truthful, adequately substantiated, and permitted by Applicable Law. Customer will not make false or misleading claims regarding ingredients, sourcing, testing, potency, purity, clinical outcomes, shortages, or regulatory status.
5.4 Marketing Corrections. If Axiom reasonably believes Customer marketing concerning a Product is false, misleading, noncompliant, or creates material regulatory risk for Axiom, an Axiom Network Pharmacy, or the Product, Axiom may request prompt correction or removal. If Customer does not timely address a material issue, Axiom may suspend the affected Product or service while the issue is reviewed.
6.1 NEST Pen Regulatory Status. The reusable NEST pen injector associated with FDA 510(k) K240774 was cleared for the specific indication described in its FDA clearance, including single-patient use with HUMALOG (insulin lispro) U-100 in 3 mL cartridges. Use of that device with compounded peptide cartridges or for another drug or indication is outside that cleared indication. Customer will not represent that FDA has cleared or approved the pen for compounded peptide delivery unless and until Axiom provides written documentation supporting that claim.
6.2 Instructions and Training. Customer will distribute or use Pen Devices only with the labeling, instructions, warnings, patient education, and training materials required by Applicable Law and supplied or approved for the applicable program. Customer will not alter device labeling, remove required warnings, or make unapproved regulatory claims.
6.3 Private Label. Private-label, relabeling, custom-branding, packaging, or other device programs require a separate written Private Label Addendum before launch. No Order Form alone authorizes Customer to act as a device manufacturer, specification developer, relabeler, repackager, initial importer, or other regulated device establishment.
6.4 Complaints and Safety Events. Customer will promptly forward to Axiom any Product complaint, suspected defect, adverse event, medication error, device malfunction, counterfeiting concern, or safety issue reasonably related to a Product and will cooperate with Axiom, the manufacturer, and the dispensing pharmacy in investigation and reporting as required by Applicable Law.
7.1 Licensure and Clinical Care. Customer will maintain, and will ensure that its Professional Entity and Prescribers maintain, all licenses, registrations, permits, and professional authority required for the services they perform. Customer is responsible for its own business operations, patient acquisition, clinical workflows, prescribing, clinical documentation, informed consent, follow-up, and state-by-state compliance.
7.2 MSO and Professional Entity Structures. If Customer is an MSO, technology company, management company, or other non-clinical entity, references in the Agreement to clinical obligations mean that Customer will ensure the applicable Professional Entity and licensed professionals perform those obligations. Nothing in the Agreement authorizes Customer to interfere with or control professional clinical judgment in a manner prohibited by Applicable Law.
7.3 Patient Consents and Disclosures. Customer is responsible for obtaining legally sufficient patient consents, notices, acknowledgments, and authorizations relating to telehealth, treatment, prescribing, compounded products, off-label use, privacy, electronic communications, and any other disclosures required for Customer's model. Axiom-provided templates, if any, are operational aids and not legal advice to Customer.
7.4 No Unlawful Resale or Distribution. Customer will not wholesale, resell, redistribute, stock, transfer, or otherwise handle prescription or compounded drugs except as expressly permitted by Applicable Law and the applicable pharmacy model. Customer will not divert patient-specific medication to another patient or use it as office stock unless expressly lawful.
8.1 Customer Marketing Responsibility. Customer is solely responsible for its advertising, websites, social media, sales scripts, testimonials, endorsements, pricing displays, and other promotional activity. Customer will comply with FDA, FTC, state professional-board, consumer-protection, and other Applicable Law governing health-product advertising and promotion.
8.2 Independent Resale Pricing. Except for a separate lawful advertised-pricing policy expressly issued by Axiom or a manufacturer, Customer independently determines the prices it charges patients or other lawful purchasers. Any suggested patient price, margin illustration, or commercial example supplied by Axiom is nonbinding and is not an agreement concerning actual resale prices.
8.3 Axiom Marks. Customer may use Axiom names, logos, Product names, or other marks only as authorized in writing and in compliance with Axiom brand guidelines. Customer acquires no ownership interest in Axiom marks through the Agreement.
9.1 Applicability. An exclusivity obligation applies only if the Order Form expressly identifies the selected tier as exclusive. Unless the Order Form states otherwise, exclusivity is limited to Pen Devices supplied under the Axiom pen program and compounded peptide cartridges covered by the applicable rate schedule during the applicable commitment term.
9.2 Exceptions. Exclusivity does not apply to: (a) an order that qualifies for alternative sourcing under Section 4.4; (b) a Product subject to recall, material quality concern, or regulatory restriction; (c) a patient-specific clinical need that cannot reasonably be met through Axiom; or (d) a pre-existing supply relationship specifically disclosed in the Order Form or another written addendum.
9.3 Non-Circumvention. During the Term and for twelve (12) months afterward, Customer will not knowingly circumvent Axiom by contracting directly with an Axiom Network Pharmacy first introduced to Customer through Axiom for substantially the same covered fulfillment services, unless Axiom consents in writing. This restriction does not apply to a relationship Customer can document existed before Axiom's introduction. The parties intend this restriction to protect Axiom's introduced commercial relationships and not to restrict lawful patient choice, prescriber choice, pharmacy choice required by law, or competition beyond what is reasonably necessary for that purpose.
10.1 Pricing. Customer will pay the rates stated in the Order Form and applicable schedules. Unless the Order Form expressly states that a rate is locked, ancillary-product, shipping, pass-through, or newly added catalog rates may be changed prospectively on reasonable notice. Pen and cartridge pricing for a selected commitment tier is governed by the Order Form.
10.2 Taxes and Government Charges. Prices exclude sales, use, excise, gross-receipts, or similar taxes and government charges unless expressly stated. Customer is responsible for taxes legally imposed on Customer's purchase or use of the Products, excluding taxes based on Axiom's net income. Customer will provide valid exemption documentation when applicable.
10.3 Weekly Invoice Cycle. For non-prepaid charges, the invoice week begins Monday at 12:00 AM Eastern Time and ends Sunday at 11:59 PM Eastern Time. Axiom will make the prior week's invoice available electronically on Monday.
10.4 Invoice Disputes. Customer must provide a good-faith written invoice dispute by Tuesday at 5:00 PM Eastern Time identifying the disputed line item and basis. Axiom may debit the undisputed amount on the regular schedule while the parties work in good faith to resolve the disputed amount. Failure to dispute an item within the stated period does not waive a claim based on fraud or a latent billing error that could not reasonably have been identified during the review period.
10.5 ACH Authorization. Customer authorizes Axiom to initiate ACH debits for amounts due under the Agreement and will maintain a valid bank account with sufficient funds. Customer will promptly update its banking information if the designated account changes.
10.6 Past-Due Amounts and Suspension. Axiom may suspend new order placement for undisputed past-due amounts that remain unpaid five (5) days after written notice. Axiom may charge interest on undisputed overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, plus reasonable collection costs, unless prohibited by Applicable Law.
10.7 No Setoff. Customer will not withhold or offset undisputed amounts due because of an unrelated claim against Axiom, but nothing prevents Customer from asserting a good-faith dispute as permitted by this Section.
11.1 Commitment. If the Order Form identifies a C1 or C2 pen commitment, Customer commits to purchase the stated quantity during the Initial Term and to make the commitment payments described in the Order Form. A commitment applies only to the term expressly identified in the Order Form and does not automatically renew unless the parties affirmatively agree in writing.
11.2 Application of Prepayments. Pen commitment payments are prepayments toward the committed units and will be applied as the units are shipped or otherwise allocated under the parties' fulfillment plan. Axiom will maintain commercially reasonable records of units delivered and prepaid balances.
11.3 Partial Shipments. Unless the Order Form states otherwise, Axiom may fulfill a pen commitment in commercially reasonable partial shipments. Customer will reasonably cooperate on shipment timing and will not unreasonably refuse delivery of conforming units that are within the committed quantity.
11.4 Undelivered Units. If Axiom permanently cannot deliver prepaid units for reasons not caused by Customer, Axiom will provide the credit or refund described in Section 4.3. Delivered, nondefective Pen Devices are nonrefundable except as expressly required by Applicable Law or an applicable recall or written warranty.
11.5 Customer Delay. If Customer materially delays an agreed delivery after Axiom has made conforming committed units available, Axiom may store or reschedule the units at Customer's reasonable cost after written notice. Axiom will not treat units as delivered solely to accelerate a payment milestone unless the applicable shipment or delivery event has actually occurred.
12.1 Shipping. Shipping methods and charges are shown in the Order Form, product schedule, Axiom Connect, or applicable pharmacy terms. Customer is responsible for providing accurate shipping information and for ensuring that the selected destination may lawfully receive the Product.
12.2 Prescription Products. Shipping, title, risk of loss, returns, temperature excursions, and replacement rules for pharmacy-dispensed prescription products are subject to the dispensing pharmacy's policies and Applicable Law. Prescription and compounded products generally may not be returned for resale.
12.3 Non-Prescription Devices and Supplies. For Pen Devices and supplies sold directly by Axiom, risk of loss passes upon delivery to the destination identified in the accepted order unless the Order Form states otherwise. Customer will inspect commercial shipments promptly and report visible shortage or transit damage within five (5) business days when reasonably practicable.
12.4 Recalls and Corrective Actions. Each party will promptly cooperate with any recall, field correction, safety notice, pharmacy notification, or other corrective action affecting Products supplied under the Agreement. Customer will maintain sufficient transaction records to identify affected orders and recipients to the extent required by Applicable Law. Costs will be allocated to the party responsible for the condition giving rise to the corrective action, except to the extent otherwise required by law or agreed in writing.
13.1 Compliance. Each party will comply with privacy, security, breach-notification, and health-information laws applicable to its role. Customer represents that it has a lawful basis to provide Axiom and participating service providers the information submitted through Axiom Connect.
13.2 Business Associate Agreement. If Axiom will create, receive, maintain, or transmit Protected Health Information in a capacity that requires a business associate agreement under HIPAA, the parties will execute Axiom's then-current Business Associate Agreement before the applicable PHI processing begins. The Business Associate Agreement, if executed, controls with respect to PHI in the event of a conflict with these Terms.
13.3 Security. Axiom will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the information it processes. Customer will maintain reasonable safeguards for its accounts, devices, networks, and users and will promptly notify Axiom of suspected unauthorized access that could affect Axiom Connect or shared data.
13.4 De-Identified and Aggregated Data. Subject to Applicable Law and any Business Associate Agreement, Axiom may create and use de-identified or aggregated information that does not identify Customer, a patient, or another individual for analytics, operations, security, service improvement, capacity planning, and lawful business purposes.
14.1 Confidential Information. "Confidential Information" means nonpublic business, technical, pricing, patient, pharmacy, supplier, product, security, financial, and other information that a reasonable person would understand to be confidential given the nature of the information or circumstances of disclosure. Axiom pricing, rate schedules, pharmacy relationships, platform specifications, and nonpublic supplier information are Axiom Confidential Information.
14.2 Use and Protection. Each receiving party will use the disclosing party's Confidential Information only to perform or exercise rights under the Agreement and will protect it using at least reasonable care. Disclosure is permitted to personnel, professional advisers, contractors, financing sources, or potential acquirers that have a need to know and are bound by confidentiality obligations at least as protective as those in this Section.
14.3 Exclusions. Confidential Information does not include information the receiving party can document: (a) is or becomes public without breach; (b) was lawfully known without restriction before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is lawfully received from a third party without a duty of confidentiality.
14.4 Required Disclosure. A receiving party may disclose Confidential Information as required by law, subpoena, court order, or government request, provided it gives prompt notice when legally permitted and reasonably cooperates, at the disclosing party's expense, with efforts to seek confidential treatment or a protective order.
14.5 Duration. Confidentiality obligations continue for five (5) years after termination, except that trade secrets and PHI remain protected for as long as required by Applicable Law or applicable agreement.
15.1 Axiom Technology. Axiom and its licensors retain all right, title, and interest in Axiom Connect, APIs, documentation, workflows, interfaces, software, analytics, specifications, templates, and other technology or materials provided by Axiom, including improvements and derivative works. Except for the limited rights expressly granted, no intellectual property rights are transferred to Customer.
15.2 Limited License. During the Term, Axiom grants Customer a limited, nonexclusive, nontransferable right to use Axiom Connect and related documentation solely for Customer's authorized internal operations under the Agreement.
15.3 Restrictions. Customer will not, except to the extent a restriction is prohibited by law: reverse engineer, decompile, disassemble, scrape, systematically extract, copy, resell, sublicense, circumvent security or access controls, introduce malicious code, or use Axiom Connect to build or train a competing platform from nonpublic Axiom materials.
15.4 Customer Data and Marks. As between the parties, Customer retains ownership of Customer-provided data and Customer marks. Customer grants Axiom the limited rights reasonably necessary to host, process, transmit, display, and use those materials to perform the Agreement and meet legal obligations.
15.5 Feedback. If Customer voluntarily provides ideas or feedback about Axiom Connect or Axiom services, Axiom may use that feedback without restriction or payment, provided Axiom does not disclose Customer Confidential Information in doing so.
16.1 Mutual Authority. Each party represents that it is duly organized or otherwise authorized to enter into the Agreement and that the person accepting or signing the Order Form has authority to bind that party.
16.2 Customer Compliance Warranty. Customer represents and warrants that it and the professionals and entities through which it performs regulated activities will maintain required licensure and will use the Products and services in compliance with Applicable Law and the Agreement.
16.3 Axiom Service Warranty. Axiom warrants that it will perform its material commercial and platform obligations under the Agreement in a professional and commercially reasonable manner. Customer's exclusive remedy for a breach of this warranty is re-performance of the affected service or, if re-performance is not commercially reasonable, a reasonable credit for the affected service.
17.1 No Clinical Warranty. Axiom does not provide medical advice through the Agreement and does not warrant any diagnosis, treatment, prescription, clinical outcome, therapeutic result, patient adherence, or reimbursement result. Clinical decisions remain with licensed professionals.
17.2 Product and Third-Party Services. Except for warranties expressly stated in the Agreement, and to the maximum extent permitted by law, Axiom disclaims implied warranties of merchantability, fitness for a particular purpose, noninfringement, uninterrupted service, and any warranty arising from course of dealing or usage of trade. Manufacturer, pharmacy, carrier, or third-party warranties, if any, are passed through only to the extent permitted by the applicable provider.
17.3 Regulatory Status. Axiom does not warrant that a Product will remain legally available throughout the Term or that a regulator, pharmacy board, manufacturer, or other authority will maintain a current position, shortage status, list designation, enforcement policy, clearance, approval, or other regulatory treatment.
18.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless Axiom, its affiliates, and their officers, directors, employees, and agents from third-party claims, damages, penalties, judgments, and reasonable legal fees to the extent arising from: (a) Customer's or its Professional Entity's clinical decisions, prescribing, diagnosis, treatment, informed-consent failures, or patient care; (b) Customer marketing, claims, or pricing representations; (c) Customer's misuse, unlawful resale, diversion, relabeling, or distribution of a Product; (d) Customer data supplied without lawful authority; or (e) Customer's material violation of Applicable Law or the Agreement, except to the extent caused by Axiom's negligence, willful misconduct, or breach.
18.2 Axiom Indemnity. Axiom will defend, indemnify, and hold harmless Customer from third-party claims to the extent arising from: (a) Axiom's gross negligence or willful misconduct in performing the Agreement; or (b) a claim that Axiom Connect, when used by Customer as authorized, infringes a United States patent, copyright, or trademark, excluding claims caused by Customer modifications, combinations not supplied by Axiom, continued use after notice of an infringement claim, or use outside the Agreement.
18.3 Procedure. The indemnified party will promptly notify the indemnifying party of a claim, reasonably cooperate at the indemnifying party's expense, and allow the indemnifying party to control the defense and settlement. The indemnifying party may not settle a claim in a manner that admits wrongdoing by, imposes nonmonetary obligations on, or fails to release the indemnified party without that party's prior written consent, not to be unreasonably withheld.
19.1 Excluded Damages. To the maximum extent permitted by Applicable Law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, loss of goodwill, or loss of anticipated savings, arising out of the Agreement, even if advised that such damages were possible.
19.2 Liability Cap. Except for Excluded Claims, each party's aggregate liability arising out of the Agreement will not exceed the amounts paid or payable by Customer to Axiom under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim. If the claim arises during the first twelve months, the cap will be the amounts paid or payable during the then-current Initial Term up to the date of the event.
19.3 Excluded Claims. The limitations in Sections 19.1 and 19.2 do not apply to: (a) Customer's payment obligations; (b) a party's fraud, gross negligence, or willful misconduct; (c) breach of confidentiality, privacy, or data-security obligations to the extent such limitation is prohibited by law; (d) infringement or misappropriation of the other party's intellectual property; (e) indemnification obligations to the extent of the third-party claim being indemnified; or (f) liabilities that Applicable Law does not permit the parties to limit.
20.1 Customer Coverage. Customer will maintain commercially reasonable insurance appropriate to its operations and risk profile. If Customer or its affiliated Professional Entity provides clinical services, the applicable clinical entity and clinicians will maintain professional liability coverage in amounts customary for the services and jurisdictions in which they operate. Customer will maintain any cyber, privacy, general-liability, workers-compensation, or other insurance required by Applicable Law.
20.2 Evidence. Upon reasonable request in connection with a material risk, compliance review, or enterprise onboarding process, a party will provide reasonable evidence of required insurance, subject to confidentiality restrictions.
21.1 Term. The Agreement begins on the Effective Date stated in the Order Form and continues for the Initial Term stated there. Unless the Order Form states otherwise, it automatically renews for successive one-year Renewal Terms unless either party gives at least sixty (60) days written notice of non-renewal.
21.2 Renewal Tier. A C1 or C2 pen commitment does not automatically repeat in a Renewal Term. Unless the parties confirm a new commitment tier in writing before the Renewal Term begins, the account will renew at the then-current Standard Rate with no pen volume commitment and no tier-based exclusivity.
21.3 Termination for Cause. Either party may terminate the Agreement for material breach if the breach is not cured within thirty (30) days after written notice. For an undisputed payment breach, the cure period is ten (10) days after written notice. A cure period is not required for fraud, unlawful diversion, intentional misuse of patient data, loss of a material license, conduct presenting an imminent patient-safety risk, or a breach that cannot reasonably be cured.
21.4 Regulatory or Safety Suspension. Axiom may immediately suspend an affected Product, user, workflow, integration, or order where Axiom reasonably determines that continued performance could violate Applicable Law, jeopardize patient safety, expose Axiom or a participating pharmacy to material regulatory risk, or compromise system security. Axiom will limit the suspension to the affected scope when reasonably practicable and will provide notice unless prohibited by law or emergency circumstances.
21.5 Regulatory Termination. If a change in law, regulator position, pharmacy status, or other compliance development materially frustrates the lawful purpose of a Product program for more than thirty (30) days, either party may terminate the affected Product program on written notice. Unused prepayments for permanently undeliverable units will be handled under Section 4.3.
22.1 Accrued Obligations. Termination does not relieve either party of obligations accrued before termination. Customer will pay all undisputed amounts for Products shipped, services performed, and other charges properly incurred before the effective termination date.
22.2 Access and Transition. Upon termination, Customer's right to use Axiom Connect ends except for a reasonable period, if offered by Axiom and permitted by law, to retrieve available Customer records or complete necessary transition activities. Pharmacy and patient-record obligations remain subject to Applicable Law and any Business Associate Agreement.
22.3 Survival. Sections concerning payment, confidentiality, intellectual property, data obligations that by their nature survive, indemnification, limitation of liability, non-circumvention for its stated period, accrued rights, governing law, and miscellaneous provisions survive termination.
23.1 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor disruption, carrier failure, internet or utility outage, cyberattack by a third party, government action, regulatory restriction, shortage of active pharmaceutical ingredient or device components, manufacturer failure, or pharmacy capacity constraints, provided the affected party uses commercially reasonable efforts to mitigate the impact.
23.2 Payment and Prepaid Units. Force majeure does not excuse payment for conforming Products already delivered or services already performed. Undelivered prepaid committed units remain subject to the credit/refund protection in Section 4.3 if Axiom permanently cannot deliver them.
24.1 Information Requests. Each party will reasonably cooperate with the other in responding to lawful regulator, auditor, payer, bank, payment processor, manufacturer, pharmacy, or licensing requests relating to the services, while preserving privileges, patient confidentiality, and other legal protections.
24.2 Customer Documentation. Axiom may reasonably request documentation necessary to verify Customer identity, ownership, licensure, Professional Entity relationships, prescriber credentials, banking information, compliance status, or other onboarding and risk information. Axiom may delay activation or affected orders until materially required information is received.
25.1 Electronic Records and Signatures. The parties consent to use electronic records and signatures for the Agreement and agree that an electronic signature, click acceptance where expressly presented as contractual acceptance, or other legally valid electronic method may satisfy signature requirements. Each party may retain and reproduce the Agreement in electronic form.
25.2 Contract Version. The version of these Terms identified in the signed Order Form governs during the Initial Term except as expressly amended in writing or as permitted by Section 25.3. Axiom will maintain an archive of superseded published versions for recordkeeping purposes.
25.3 Updates. Axiom may publish updated Customer Terms for future Order Forms and Renewal Terms. Updated Terms will not retroactively modify an existing Initial Term solely by being posted online. Axiom may make a mid-term change reasonably necessary to comply with a change in Applicable Law or binding regulatory requirement by giving Customer notice. If that required change materially and adversely alters Customer's commercial rights, Customer may terminate the affected service within thirty (30) days after notice unless the parties agree to an alternative lawful arrangement.
25.4 Notices. Formal notices under the Agreement must be in writing and sent by email with confirmation of transmission, nationally recognized overnight courier, or certified mail to the addresses in the Order Form. Operational notices, invoices, product notices, and platform notices may be delivered through Axiom Connect or the ordinary business contacts on file.
26.1 Assignment. Neither party may assign the Agreement without the other party's prior written consent, not to be unreasonably withheld, except that either party may assign the Agreement without consent to an affiliate or in connection with a merger, reorganization, financing, sale of substantially all relevant assets, or change of control, provided the assignee is capable of performing the assigning party's obligations. Customer may not assign the Agreement to evade a payment, exclusivity, compliance, or non-circumvention obligation.
26.2 Subcontractors. Axiom may use subcontractors, technology providers, carriers, manufacturers, and participating pharmacies in performing the Agreement. Axiom remains responsible for obligations expressly assigned to Axiom, but an independent pharmacy remains responsible for its own licensed pharmacy practice and professional judgment.
26.3 Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary relationship, franchise, employment relationship, medical practice, pharmacy relationship, or agency except to the limited extent a party is expressly authorized in writing to act for another party.
27.1 Governing Law. The Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-law rules that would require application of another jurisdiction's laws.
27.2 Venue. The parties consent to exclusive jurisdiction and venue in the state courts located in Oakland County, Michigan and, if federal subject-matter jurisdiction exists, the United States District Court for the Eastern District of Michigan. Each party waives objections based on personal jurisdiction, venue, or inconvenient forum to the extent permitted by law.
27.3 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.
28.1 Entire Agreement. The Agreement is the complete agreement between the parties concerning its subject matter and supersedes prior or contemporaneous proposals, communications, and agreements concerning that subject matter, except for an existing Business Associate Agreement or other agreement expressly preserved in writing.
28.2 Amendments. Except for updates permitted under Section 25.3, an amendment must be in writing and signed or electronically accepted by authorized representatives of both parties.
28.3 Waiver. A waiver is effective only if in writing and applies only to the specific instance stated. Delay or failure to enforce a right does not waive that right.
28.4 Severability. If a provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. A court may modify a restrictive provision to the minimum extent necessary to make it enforceable where Applicable Law permits such modification.
28.5 No Third-Party Beneficiaries. Except for indemnified persons expressly identified in the Agreement, there are no third-party beneficiaries of the Agreement.
28.6 Counterparts. An Order Form or amendment may be executed in counterparts, including electronic counterparts, each of which is deemed an original and all of which together form one instrument.
28.7 Headings and Interpretation. Headings are for convenience only. "Including" means "including without limitation." Singular includes plural and vice versa as context requires. The Agreement will not be construed against a party solely because that party drafted it.