ENAVVI, INC.
SERVICE SUBSCRIPTION AGREEMENT
Effective Date: [EFFECTIVE DATE]
ENAVVI Inc. · [CUSTOMER LEGAL NAME]
This Service Subscription Agreement (the "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and between ENAVVI, INC., a Delaware corporation ("enavvi"), and [CUSTOMER LEGAL NAME], an individual ("Customer"). It governs Customer's access to and use of the enavvi software platform and related services (the "Services") during the Term.
DEFINITIONS
Capitalized terms used but not defined elsewhere have the meanings below.
"Account" — the access environment established for Customer to use the Services.
"Authorized User" — any employee, contractor, clinician, prescriber, or other individual Customer authorizes to access the Services.
"Customer Data" — all data, records, prescriptions, and materials submitted to or generated within the Services by or on behalf of Customer.
"Documentation" — user guides, technical materials, and other written or electronic documentation enavvi makes available for the Services.
"EPCS" — electronic prescribing of controlled substances functionality made available through the Services, if enabled, and subject to the EPCS Addendum.
"Order Form" — any written or electronic order form, statement of work, or similar document accepted by the Parties that identifies Services, fees, or other transaction-specific terms.
"Personal Information" — information relating to an identified or identifiable individual processed through the Services.
"PHI" — Protected Health Information as defined under applicable health information privacy law.
"Term" — the period beginning on the Effective Date until expiration or termination of this Agreement.
"Third-Party Services" — products or services not owned or controlled by enavvi that interoperate with the Services.
"Usage Data" — technical, diagnostic, and analytics information about Service operation, excluding Customer Data in identifiable form.
SERVICES AND ACCESS
enavvi will make the Services available to Customer during the Term for Customer's internal business and clinical purposes, limited to features in the applicable Order Form. enavvi will provide commercially reasonable onboarding and support as described in the Order Form or Documentation.
Customer is responsible for: (a) identifying and administering Authorized Users; (b) all activity under its Account; and (c) ensuring Authorized Users comply with this Agreement and applicable law. Customer will not, and will ensure Authorized Users do not: (i) reverse engineer or attempt to derive source code; (ii) interfere with or test the vulnerability of the Services without enavvi's prior written authorization; (iii) introduce malicious code; (iv) build a competing product; (v) sublicense or resell the Services; (vi) reconfigure, alter, disable, or interfere with any certified e-prescribing or EPCS software component without enavvi's prior written authorization and, where applicable, re-certification by the underlying network operator; or (vii) remove proprietary notices.
enavvi may modify or enhance the Services, provided it will not materially reduce core contracted functionality without notice and a reasonable substitute or workaround where commercially practicable.
RXCHANGE AND RXREFILL FUNCTIONALITY
Where enabled, the Services support pharmacy-initiated prescription change requests ("RxChange," including therapeutic interchange, prior authorization, and clarification requests) and refill authorization requests ("RxRefill"), each transmitted using the NCPDP SCRIPT standard through the underlying prescribing network. Customer is responsible for maintaining procedures for the timely review and resolution of RxChange and RxRefill requests received through the Services.
An Authorized User acting only as a Delegate may receive, route, or prepare an RxChange or RxRefill request but may not approve, deny, or modify a request on a prescriber's behalf unless applicable law and the prescriber's assigned scope of practice permit it. Any RxChange or RxRefill request concerning a Controlled Substance is subject in all respects to the EPCS Addendum, including its Multi-Factor Authentication and Delegate restrictions.
Successful transmission of an RxChange or RxRefill request or response does not guarantee pharmacy acceptance or action. Customer and its Authorized Users remain solely responsible for the clinical judgment underlying any response, and for any required follow-up with the patient or pharmacy.
SECURITY AND SAFEGUARDS
enavvi will maintain an information security program with commercially reasonable administrative, technical, and physical safeguards to protect Customer Data, including: access controls and authentication; encryption in transit and at rest where feasible; vulnerability management; audit logging; and incident response procedures.
Customer is responsible for securing its own systems, credentials, and user access. Customer will promptly notify enavvi of any suspected unauthorized access or credential compromise.
If enavvi determines a security incident has resulted in unauthorized access to Customer Data, it will notify Customer without undue delay with information reasonably available to enavvi, subject to applicable law and law-enforcement restrictions.
DATA RIGHTS, USE, AND RESTRICTIONS
Customer retains all right, title, and interest in Customer Data. Customer grants enavvi a limited, non-exclusive right to process Customer Data solely to provide and support the Services, comply with law, and as otherwise permitted by this Agreement.
Notwithstanding the foregoing, formulary, eligibility, benefit, and medication history information that enavvi receives through a third-party prescribing network (such as Surescripts) is provided by that network and its data sources, not generated by enavvi. Customer will not, and will ensure Authorized Users do not, capture, aggregate, repackage, sell, or make commercial use of such information beyond the specific patient-care purpose for which it was requested, and will act solely as a passive conduit of that information except as this Agreement expressly permits.
Customer acknowledges that prescription benefit and medication history information made available through the Services may be incomplete or inaccurate, and that neither enavvi nor any underlying prescribing network or data source makes any representation or warranty as to the accuracy or completeness of that information. Customer will confirm the accuracy of such information with the patient before relying on it for patient care, and releases and holds enavvi harmless from any claim relating to the completeness or accuracy of that information, except to the extent arising from enavvi's gross negligence or willful misconduct.
enavvi will not sell Customer Data or use it for advertising or purposes unrelated to the Services. enavvi may use Usage Data for internal analytics and product improvement, provided it does not identify any individual without authorization.
Upon reasonable request, enavvi will make Customer Data available for export in a commercially reasonable format. After termination, enavvi may retain Customer Data as required by law or necessary for backup, audit, security, or dispute-resolution purposes, subject to the confidentiality obligations of this Agreement.
COMPLIANCE AND AUDIT
Each Party will comply with applicable laws governing its performance. Customer is responsible for determining whether the Services satisfy its legal, clinical, and professional requirements. enavvi is responsible for operating the Services in accordance with this Agreement.
Upon Customer's written request, enavvi will make available documentation regarding its security program (e.g., certifications, attestations, audit reports) subject to confidentiality limitations. The Parties will cooperate reasonably on regulatory, security, and compliance matters relating to the Services.
Customer will permit enavvi, and any third-party prescribing network through which the Services operate (including Surescripts), to access, inspect, and audit Customer's records relating to Customer's use of the Services and any such network, on reasonable prior written notice and no more than twice in any twelve-month period, for purposes of verifying compliance with this Agreement and applicable network operating rules.
TERM, SUSPENSION, AND TERMINATION
This Agreement begins on the Effective Date and continues until terminated. Order Forms renew for successive the same length as the initial term periods unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
Either Party may terminate for material breach if uncured within thirty (30) days of written notice. enavvi may suspend access immediately if it reasonably determines that continued access creates a security, legal, regulatory, or patient-safety risk, or that Customer has not paid undisputed amounts when due. enavvi will notify Customer of any suspension and its basis, except where notice is prohibited by law or would increase risk.
Customer acknowledges that e-prescribing, EPCS, medication history, and prescription-routing functionality (including RxChange and RxRefill functionality) depend on enavvi's own connectivity agreement with the underlying prescribing network (currently Surescripts). If that agreement expires, terminates, or is suspended as to any Service, enavvi will notify Customer in advance of the effective date, where advance notice is practicable, and such Service will no longer be available through enavvi as of that date. Any failure of eNavvi to perform under this Agreement because of a disruption in the dependent agreement between eNavvi and the underlying prescribing network is not a breach of this Agreement by eNavvi.
Upon termination, Customer's access ceases. Within thirty (30) days of Customer's request, enavvi will make Customer Data available for export. Provisions that by their nature survive termination will do so, including confidentiality, data rights, payment obligations, disclaimers, limitations of liability, and indemnification.
REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
Each Party represents it has authority to enter into this Agreement. enavvi warrants it will provide the Services in a professional and workmanlike manner. Customer's sole remedy for breach of this limited warranty is enavvi's commercially reasonable effort to correct the nonconformance or, if correction is not commercially feasible, terminate the affected Order Form with any refund expressly required under that Order Form.
Customer acknowledges the Services support but do not replace independent professional judgment, clinical decision-making, or compliance obligations. Except as stated above, the Services are provided "as is" and "as available." To the maximum extent permitted by law, enavvi disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
INDEMNIFICATION AND LIMITATION OF LIABILITY
Customer will defend and indemnify enavvi from third-party claims arising from: (a) Customer Data; (b) Customer's or an Authorized User's violation of this Agreement or applicable law; (c) Customer's clinical, prescribing, or patient-care decisions; or (d) Customer's failure to maintain required authorizations.
enavvi will defend and indemnify Customer from third-party claims that Customer's authorized use of the Services directly infringes a U.S. patent, copyright, trademark, or trade secret, except for claims arising from Customer Data, misuse, unauthorized modifications, or third-party combinations.
Except for Excluded Claims (payment obligations, indemnification, IP misuse, unauthorized disclosure of Confidential Information, and liabilities that cannot be limited by law), each Party's aggregate liability is capped at amounts paid or payable under the affected Order Form during the twelve (12) months preceding the claim. Neither Party is liable for indirect, consequential, or lost-profit damages even if advised of their possibility.
GENERAL PROVISIONS
This Agreement is governed by the laws of Delaware, USA, exclusive jurisdiction in New Castle County, DE. Neither Party may assign this Agreement without written consent, except in connection with a merger, acquisition, or sale of substantially all assets. This Agreement, together with all Order Forms and addenda, is the entire agreement on its subject and supersedes all prior discussions. Amendments require written consent of both Parties. Neither Party is liable for force majeure events beyond its reasonable control.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
ENAVVI, Inc.
By: [ENAVVI SIGNATURE]
Name: Simon Chang
Title: CEO
Date: [DATE]
[CUSTOMER LEGAL NAME]
By: [CUSTOMER SIGNATURE]
Name: [NAME]
Title: [TITLE]
Date: [DATE]
EXHIBIT A SUBSCRIPTION TIERS, FEES AND TRIAL TERMS
This Exhibit A is incorporated into and forms part of the Service Subscription Agreement between eNavvi, Inc. (“eNavvi”) and Customer (the “Agreement”). All capitalized terms used but not defined in this Exhibit A have the meanings given to them in the Agreement. In the event of any conflict between this Exhibit A and the body of the Agreement with respect to the Subscription Tiers, Fees, or trial terms set forth below, this Exhibit A controls.
Subscription Tiers.
eNavvi currently offers the following Subscription Tiers to Customer for access to and use of the Service through eNavvi’s web-based platform and digital prescription pad (the “Network”):
Basic (Free)
Access to eNavvi’s web-based platform and digital prescription pad for the electronic prescribing of non-controlled substances to Authorized Pharmacies. EPCS functionality is not included.
ePrescriptions: Unlimited
Subscription Fee: $0
EPCS – Monthly
Included Functionality: All Basic functionality, plus access to electronic prescribing of controlled substances (“EPCS”), subject to the EPCS Addendum and the eligibility requirements set forth in the Agreement and in 21 CFR Part 1311. EPCS functionality is available on Customer’s desktop browser only and is not available on mobile devices or applications.
ePrescriptions: Unlimited
Subscription Fee: $20 per month, per Customer
EPCS – Annual
All Basic functionality, plus access to EPCS on the same terms as the EPCS – Monthly tier, billed annually in advance.
ePrescriptions: Unlimited
Subscription Fee: $200 per year, per Customer
EPCS Free Trial.
Customers electing to enable EPCS functionality on their account are eligible for a free three (3) month trial of EPCS functionality (the “EPCS Trial”), subject to the following:
• Customer must provide a valid credit card or other payment instrument acceptable to eNavvi at the time of EPCS sign-up. The payment instrument will not be charged during the EPCS Trial.
• Customer may cancel the EPCS subscription at any time before the end of the EPCS Trial via the functionality made available through the Service and will not incur any Fee for the EPCS Trial period.
• If Customer does not cancel before the end of the EPCS Trial, the EPCS subscription will automatically convert to the Subscription Tier selected by Customer (EPCS – Monthly or EPCS – Annual) and the applicable Fees will begin to accrue and be charged on a going-forward basis in accordance with the Agreement.
• The EPCS Trial is offered once per Customer and may not be combined with any other promotional offer. eNavvi reserves the right to modify or discontinue the EPCS Trial at any time as to future Customers in its sole discretion.
Platform and Compatibility.
EPCS functionality is supported only on the desktop version of the Service accessed through a supported web browser. EPCS functionality is not, and will not be deemed to be, made available through any mobile browser or mobile application. Non-controlled ePrescription functionality is supported on the desktop version of the Service and on such other surfaces as eNavvi may make available from time to time.
Subscription Management; Changes to Tiers and Fees.
The initial subscription term for each Subscription Tier is one (1) month for monthly tiers and one (1) year for annual tiers, in each case commencing on the date Customer accepts the Agreement or the date the Subscription Tier becomes effective for Customer (the “Initial Term”). The Initial Term will automatically renew for additional successive periods of the same length until terminated in accordance with Section 6 of the Agreement. Customer may upgrade, downgrade, or cancel their Subscription Tier at any time via the functionality made available through the Service, in accordance with the Agreement. eNavvi may modify the Subscription Tiers, including the Fees set forth above, in its sole discretion, and any such changes will only apply to Customer if Customer changes their Subscription Tier or cancels and restarts a subscription to the Service in accordance with the Agreement.
Disclaimers.
Actual out-of-pocket costs to Patients for any medication prescribed through the Service are determined by the Authorized Pharmacy, the Patient’s insurance plan, and other factors outside eNavvi’s control. eNavvi makes no guarantee or representation regarding any such pricing or fulfillment. Nothing in this Exhibit A modifies any of the disclaimers, warranties, or limitations of liability set forth in the Agreement.
