Acceptance of terms

These Terms of Service (the “Terms”) are a binding agreement between NeoLife Inc., a Wyoming corporation operating the neolife platform (“neolife,” “we,” or “us”) and the organization that registers for or uses the neolife platform (“Customer,” “you,” or “your”). By signing an order form, clicking to accept, accessing the platform, or routing a single order through neolife, you agree to these Terms on behalf of your organization.

If a separate signed master agreement exists between you and neolife, that agreement controls where it conflicts with these Terms. The person accepting these Terms represents that they are authorized to bind the organization. If you do not agree, do not use the service.

These Terms are written for business customers. neolife is not a consumer product and does not contract directly with patients.

Eligibility

neolife is available only to organizations operating lawfully in the United States healthcare and pharmacy supply chain, including:

Telehealth clinics and medical practices placing orders for their patients;
Licensed providers who review and approve those orders;
Compounding and dispensing pharmacies that fill them; and
Affiliated administrative staff acting under the direction of the above on the Customer’s behalf.

Every individual who accesses the platform must be at least 18 years old and must be authorized by the Customer to act on its behalf. The Customer is responsible for ensuring that its personnel, providers, and contracted pharmacies hold and maintain all licenses, registrations, and credentials required to do what they do on the platform. We may suspend access where eligibility cannot be reasonably verified.

What neolife is — and is not

neolife is a fulfillment routing and orchestration layer. It moves order information between a clinic, the provider who approves the order, and the pharmacy that fills it. It captures the order from chat, an upload, or connected data; drafts a structured order for a human to review; routes the approved order to the Customer’s pharmacy; and returns status and tracking. It can be reached programmatically by software agents through our MCP interface.

Read this plainly. neolife is software infrastructure. We are not a pharmacy. We are not a prescriber. We do not practice medicine. We do not practice pharmacy. We do not dispense, compound, label, or ship any medication, and we do not take custody of any medication. We do not establish a provider-patient relationship, and we do not make clinical decisions about who should receive what.

Any drafting performed by automated systems within neolife is a starting point for a human, not a decision. The clinical and dispensing decisions belong to your licensed providers and your pharmacy, and the legal responsibility for those decisions stays with them.

Accounts and security

You are responsible for the accounts, credentials, API keys, and access tokens issued to your organization. Keep them confidential. Each user must have their own credentials; credentials must not be shared across people. You are responsible for all activity that occurs under your accounts, whether by your staff, your providers, your pharmacy, or software agents acting on your behalf.

Configure access so that only authorized personnel can place, approve, or view orders.
Notify us promptly at [email protected] if you suspect any credential has been compromised.
Do not attempt to probe, scan, or circumvent the platform’s security or rate limits.

We may suspend an account immediately if we reasonably believe it has been compromised or is being used in a way that threatens the security of the platform, patient data, or other customers.

Provider approval is required

A licensed provider must approve every order before it is sent to a pharmacy. Always. This is the core control of the platform and a condition of using it.

neolife never prescribes. The platform may surface a drafted order, but no order is released to a pharmacy until a licensed provider authorized by the Customer affirmatively approves it. You are solely responsible for ensuring that:

The approving provider is duly licensed and in good standing in every jurisdiction where their approval has legal effect;
A valid provider-patient relationship and any examination required by applicable law exist before approval;
The provider exercises independent professional judgment and reviews the order on its merits rather than rubber-stamping automated output; and
Your configuration does not allow any order to reach a pharmacy without a real, attributable human approval.

You must not configure, automate, or instruct the platform in any way that bypasses, simulates, or delegates this approval to a non-licensed person or to software. The provider approval is the prescription decision; neolife only carries it.

No medical advice

Nothing produced by neolife — drafted orders, suggested fields, formulary lookups, status messages, or documentation — is medical advice, a diagnosis, a treatment recommendation, or a substitute for the professional judgment of a licensed provider or pharmacist. The platform supports your clinical workflow; it does not replace it. Your providers and pharmacists remain fully responsible for every clinical and dispensing decision.

Compounded medications

Many orders routed through neolife are for compounded medications. Compounded medications are prepared by a licensed compounding pharmacy to meet the needs of an individual patient under a valid order. They are not reviewed or approved by the U.S. Food and Drug Administration for safety, effectiveness, or manufacturing quality. neolife makes no representation that any compounded preparation is FDA-approved, and you must not represent otherwise to patients or third parties.

The pharmacy that compounds, fills, labels, and dispenses each order is responsible for that preparation and for compliance with all applicable federal and state compounding law, including the Federal Food, Drug, and Cosmetic Act and the rules of the state boards of pharmacy where it operates and ships. neolife does not compound and is not a party to the dispensing.

Customer responsibilities and lawful use

You agree to use neolife only for lawful purposes and only in compliance with all applicable laws and professional standards, including those governing telehealth, prescribing, compounding, dispensing, controlled substances, patient privacy, and advertising. Your use is also governed by our Acceptable Use Policy, which is incorporated into these Terms.

Maintain all required licenses, registrations, DEA where applicable, and accreditations.
Ensure orders rest on a valid provider-patient relationship and lawful basis to prescribe.
Provide accurate order, patient, and shipping information.
Use your own contracted, licensed pharmacy as the fulfillment endpoint.
Not use the platform to facilitate diversion, fraud, or any prohibited transaction.

You are responsible for the acts and omissions of your personnel, your providers, and your contracted pharmacy in connection with the platform.

Fees and payment

Fees are set out in the order form or pricing schedule you accept. Unless stated otherwise, fees are quoted in U.S. dollars, are exclusive of taxes, and are due within thirty (30) days of invoice. You are responsible for applicable sales, use, and similar taxes, other than taxes on our net income.

Late amounts may accrue interest at the lower of 1.5% per month or the maximum allowed by law.
We may suspend service for invoices materially overdue after reasonable notice.
Except where required by law or expressly stated, fees paid are non-refundable.

We may change fees on renewal or with at least thirty (30) days’ notice for usage-based charges. Disputed charges must be raised in good faith within thirty (30) days of the invoice.

Intellectual property

neolife and its licensors own all rights in the platform, including its software, interfaces, MCP tooling, models, documentation, and the neolife name and marks. We grant you a limited, non-exclusive, non-transferable, revocable right to use the platform during the term solely for your internal business operations and subject to these Terms.

You retain ownership of the data you submit (“Customer Data”) and grant us the rights needed to operate the service, as described in the data section below. You may not copy, modify, reverse engineer, resell, or create derivative works of the platform, or use it to build a competing service. We may use aggregated, de-identified operational data to maintain, secure, and improve the service, provided it cannot reasonably be used to identify you or any patient.

If you give us feedback, we may use it without obligation or attribution.

Data, PHI, and BAA

The platform processes protected health information (“PHI”) on your behalf. With respect to PHI, we act as your business associate under HIPAA, and our handling of PHI is governed by a Business Associate Agreement. See our Business Associate Agreement. For all personal data more broadly, including processing subject to the GDPR or U.S. state privacy laws, see our Data Processing Addendum and our Privacy Policy.

The BAA and DPA are incorporated into these Terms by reference. In any conflict about the handling of PHI or personal data, the BAA or DPA controls over the general provisions of these Terms. You are responsible for the lawfulness of the data you submit and for obtaining any consents or authorizations required from patients.

Third-party services and pharmacies

neolife sits on top of services you already use, including your own pharmacy and its order systems, along with carriers, identity providers, and other third parties. The fulfillment endpoint is your contracted, licensed pharmacy — neolife routes to it but does not control it and is not responsible for its acts, omissions, formulary, pricing, turnaround, dispensing decisions, or compliance.

Third-party services are governed by their own terms and are provided as-is. We are not liable for the availability, accuracy, or conduct of any third party, including any pharmacy, even where we facilitate a connection to it.

Disclaimer of warranties

The platform is provided “as is” and “as available.” To the fullest extent permitted by law, neolife disclaims all warranties, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the platform will be uninterrupted, error-free, or secure, that defects will be corrected, or that any automated draft is complete or accurate. We do not warrant any clinical, dispensing, or compounding outcome. You are responsible for the human review that stands between any drafted order and a patient.

Limitation of liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or relating to these Terms or the platform, even if advised of the possibility of such damages.

Except for your payment obligations, your breach of the lawful-use or provider-approval requirements, or a party’s indemnification obligations, each party’s total aggregate liability arising out of or relating to these Terms will not exceed the fees you paid to neolife in the twelve (12) months before the event giving rise to the claim. These limits reflect the allocation of risk between the parties and apply regardless of the theory of liability.

Nothing in these Terms limits liability that cannot be limited under applicable law.

Indemnification

You will defend, indemnify, and hold harmless neolife and its officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

Your use of the platform in violation of these Terms or applicable law;
Any clinical, prescribing, dispensing, or compounding decision made by your providers, staff, or contracted pharmacy;
Your failure to obtain a licensed provider’s approval for any order;
Customer Data, including any claim that it infringes rights or was submitted unlawfully; and
Any patient-facing representation you make about a compounded medication.

We will defend, indemnify, and hold you harmless from third-party claims that the platform, as provided by us and used in accordance with these Terms, infringes a U.S. intellectual property right. The indemnifying party’s obligations are conditioned on prompt notice, control of the defense, and reasonable cooperation.

Term and termination

These Terms apply for as long as you use the platform or as set out in your order form. Either party may terminate for the other’s material breach that remains uncured thirty (30) days after written notice. We may suspend or terminate access immediately if your use threatens the security or lawful operation of the platform, violates the provider-approval requirement, or is required by law.

On termination, your right to use the platform ends and you must stop accessing it. We will handle PHI and personal data on termination as described in the BAA and DPA, including return or destruction as required. Sections that by their nature should survive — including fees accrued, intellectual property, disclaimers, limitation of liability, indemnification, and governing law — survive termination.

Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. The parties will first attempt to resolve any dispute in good faith through their authorized representatives.

Any dispute that is not resolved within thirty (30) days will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware, before one arbitrator, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and to participate in a class or representative action. Either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

Nothing in this section prevents either party from raising a claim with a regulator or board where the law gives that right.

Changes to these terms

We may update these Terms from time to time. For material changes, we will give reasonable notice, for example by email to your account contact or by notice within the platform, before the change takes effect. Your continued use after the effective date means you accept the updated Terms. If a signed master agreement governs your use, changes to these Terms apply only as that agreement allows.

Contact

Questions about these Terms can be sent to [email protected]. These Terms are provided for transparency about the relationship between neolife and its business customers and may be updated as described above.