The Services are intended solely for use by licensed healthcare clinics and their staff in the course of operating a medical practice. They are not directed to consumers or to the general public. You may use the Services only if you can form a binding contract with us, are not barred from doing so under applicable law, and — for Authorized Users — have been granted access by a Clinic administrator.
If a separate written agreement (such as a master services agreement, order form, or subscription agreement) is executed between you and ComplyRx, that agreement governs and controls over any conflicting term in these Terms.
Accounts are provisioned by a Clinic administrator — we do not offer public self-signup. Each Authorized User is assigned a role (such as administrator or staff) that determines what they can access. You agree to:
You are responsible for maintaining a supported, secure device and browser, and for the acts and omissions of your Authorized Users as if they were your own.
ComplyRx provides a software platform that helps clinics manage esketamine/SPRAVATO® treatment operations, including treatment charting and monitoring, controlled-substance inventory and DEA recordkeeping, patient registry and enrollment workflows, and the preparation and transmission of required REMS and related regulatory forms. The specific features available to you depend on your subscription and configuration.
The Services are tools that assist your staff. They do not replace the professional judgment, independent verification, licensure, or legal obligations of the Clinic and its clinicians. You remain solely responsible for the care you provide and for your compliance with all laws and program requirements that apply to your practice.
The Services are software tools, not a source of medical, legal, pharmacy, or regulatory-compliance advice.
ComplyRx is not a healthcare provider, pharmacy, law firm, or regulatory authority. Outputs of the Services — including generated forms, reminders, timers, inventory counts, audit logs, compliance indicators, and AI-assisted extractions — are aids to be reviewed and verified by qualified Clinic personnel. They do not guarantee compliance with HIPAA, the DEA's controlled-substance recordkeeping requirements, any REMS program, or any other law. Final responsibility for clinical decisions, controlled-substance accounting, and regulatory submissions rests entirely with the Clinic and its licensed professionals.
You must independently confirm the accuracy and completeness of any record, submission, or count before relying on it. Do not use the Services as the sole basis for any clinical, dosing, dispensing, disposal, or reporting decision.
As the Clinic, you are responsible for:
You and your Authorized Users agree not to:
We may investigate suspected violations and take appropriate action, including suspending access as described in Section 18.
To the extent the Services are used to create, receive, maintain, or transmit PHI on your behalf, ComplyRx acts as your Business Associate under HIPAA, and our handling of PHI is governed by the Business Associate Agreement executed between us. Where the BAA conflicts with these Terms with respect to PHI, the BAA controls.
The Services can connect to third-party providers that you authorize — for example, a fax transmission provider, a Google Workspace or Microsoft 365 mailbox for sending required submissions, or other services. Your use of those third-party services is governed by their own terms and privacy practices, and ComplyRx is not responsible for their availability, accuracy, security, or acts and omissions. You are responsible for maintaining any accounts, credentials, and authorizations those integrations require, and for ensuring you are permitted to connect them.
Program. "ComplyRx patient messages" are text messages sent on behalf of a Clinic to a patient who has agreed to receive them, containing a secure link to a form or questionnaire the Clinic has asked the patient to complete (for example, an enrollment form to sign electronically or a PHQ-9 questionnaire).
Frequency. Message frequency varies with the patient's care; typically no more than four messages a month. Message and data rates may apply.
Opting out and help. Reply STOP to cancel at any time; reply HELP for help. You may also contact us at vmathews@complyrx.ai. After a STOP, no further messages are sent to that number unless the patient texts START.
Consent. A Clinic must obtain and record the patient's agreement to receive text messages before sending any, and may not make agreeing a condition of care. The Clinic is responsible for the accuracy of the mobile number it enters.
Privacy. Mobile numbers and consent records are used only to deliver these messages and are not shared with third parties or affiliates for marketing purposes. See our Privacy Policy.
Carriers. Carriers are not liable for delayed or undelivered messages.
Certain features use third-party artificial-intelligence models to assist with tasks such as extracting information from an uploaded document, auto-filling a form, or answering questions about your own clinic-scoped data. AI-assisted outputs are suggestions that must be reviewed and confirmed by qualified Clinic personnel before they are relied upon or saved. AI outputs may be incomplete or incorrect. The Services do not make unreviewed clinical, dispensing, or regulatory decisions, and you agree not to treat any AI output as a substitute for professional review. See also Section 5.
Ownership. As between the parties, you retain all rights in your Customer Data. You grant ComplyRx a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Services, and as otherwise permitted by the BAA and our Privacy Policy.
Feedback. If you send us suggestions or feedback, you grant us a perpetual, royalty-free right to use it to improve the Services, without obligation to you.
De-identified and aggregated data. We may create and use de-identified and aggregated data (data that does not identify any individual or Clinic) for security, analytics, benchmarking, and product-improvement purposes, consistent with HIPAA and our Privacy Policy. We do not sell personal information or PHI.
Return and deletion. Upon termination, we will return or delete Customer Data as required by the BAA and applicable law, subject to append-only compliance and audit records that must be retained for the periods the law requires.
The Services, and all software, designs, text, and other materials we provide (excluding Customer Data), are owned by ComplyRx or its licensors and are protected by intellectual-property laws. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal clinic operations during your subscription. All rights not expressly granted are reserved. "ComplyRx" and our logos are our marks; you may not use them without our prior written permission.
Fees, billing frequency, and payment terms for a paid subscription are set out in the applicable order form or subscription agreement between you and ComplyRx. Unless that agreement says otherwise, fees are non-refundable, are exclusive of taxes, and are due as invoiced. We may suspend the Services for non-payment after reasonable notice. If no separate order form applies to your account, this Section does not create a payment obligation on its own.
Each party may access non-public information of the other in connection with the Services ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and contractors with a need to know who are bound by comparable obligations. This Section does not limit the BAA's more specific protections for PHI, and does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is lawfully received from a third party without restriction.
We will provide the Services with reasonable skill and care and use commercially reasonable efforts to make them available. Except for that commitment and any express warranty in a signed agreement:
The Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. ComplyRx does not warrant that the Services will be uninterrupted, error-free, or secure, that any output is accurate or complete, or that use of the Services will result in compliance with HIPAA, DEA requirements, any REMS program, or any other law.
No advice or information obtained from us or through the Services creates any warranty not expressly stated here.
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages.
To the maximum extent permitted by law, ComplyRx's total aggregate liability arising out of or relating to the Services or these Terms will not exceed the greater of (a) the fees you paid to ComplyRx for the Services in the twelve (12) months before the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).
These limitations do not apply to a party's obligations that cannot be limited under applicable law. Nothing in these Terms limits either party's obligations under the BAA or a party's liability for its own gross negligence, willful misconduct, or infringement of the other's intellectual-property rights. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
You will defend, indemnify, and hold harmless ComplyRx and its affiliates and personnel from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your or your Authorized Users' use of the Services in violation of these Terms or applicable law; (b) Customer Data, including any claim that it was collected, used, or submitted without proper authority or consent; (c) the care you provide and your clinical, dispensing, disposal, or regulatory decisions; or (d) your breach of these Terms. We will indemnify you against third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe that third party's U.S. intellectual-property rights, subject to the limitations in Section 16.
Term. These Terms apply while you have an account or use the Services, and for any subscription period stated in an order form.
Suspension. We may suspend access, in whole or in part, if we reasonably believe it is necessary to protect the security or integrity of the Services or another customer's data, to prevent harm, to address a violation of Section 7, or as required by law. We will use reasonable efforts to give notice where practicable.
Termination. Either party may terminate for the other's material breach that remains uncured 30 days after written notice. You may stop using the Services at any time; a Clinic administrator can remove Authorized Users. Upon termination, your right to access the Services ends and we handle Customer Data as described in Section 11 and the BAA. Sections that by their nature should survive termination (including Sections 5, 11, 12, 14, 15, 16, 17, 20, and 21) will survive.
We may update, improve, or modify the Services over time, and may add, change, or discontinue features. We may also update these Terms; if we make material changes, we will update the "Last updated" date above and, where appropriate, provide additional notice to Clinics. Your continued use of the Services after an update takes effect constitutes acceptance of the revised Terms. If a change is not acceptable to you, your remedy is to stop using the Services.
These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods. The parties will attempt in good faith to resolve any dispute informally before commencing formal proceedings. Any dispute not resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in Texas, and each party consents to that jurisdiction and venue. Any claim must be brought within one (1) year after it arises, to the extent permitted by law.
Clinics with questions about a subscription agreement, order form, or Business Associate Agreement should contact their designated ComplyRx account representative. See also our Privacy Policy.