Terms of Service

1. Who these terms are between

These Terms of Service are an agreement between you and The Factual LLC, a Delaware limited liability company doing business as PharmaBro ("PharmaBro", "we", "us"). Our registered address is 131 Continental Drive, Suite 305, Newark, Delaware 19713, United States.

They apply to two different things, and it is worth separating them. First, they govern anyone's use of this website. Second, where your organisation has executed a Master Services Agreement (MSA) with us, they supplement that agreement in respect of the platform. If anything in these terms conflicts with a signed MSA, the MSA controls.

PharmaBro is a business-to-business service. It is offered to organisations operating a telehealth brand, not to patients. If you are a patient of a brand running on PharmaBro, your relationship is with that brand and with your treating provider, not with us.

2. What PharmaBro is, and is not

The Factual LLC, a Delaware limited liability company doing business as PharmaBro is a software and operations company. PharmaBro does not practise medicine, does not provide medical advice, and does not sell, dispense, compound, fulfill or ship medications.

Clinical services are provided by physicians and nurse practitioners who are independently licensed in the state where the patient is located. Dispensing is performed by third-party compounding pharmacies that hold their own state licences and, where applicable, FDA registration. PharmaBro does not direct clinical judgment and does not own the professional entity that provides care.

What we provide is software and operational support: a branded storefront and patient portal, condition-specific intake and eligibility logic, access to a credentialed provider network, routing to licensed compounding pharmacies, subscription billing infrastructure, analytics, and assistance with compliance workflows including LegitScript certification.

3. Your responsibilities as a Client

You are the operator of your brand. That carries obligations we cannot discharge for you.

• Lawful operation. You are responsible for operating your business in compliance with applicable federal and state law, including corporate practice of medicine requirements, advertising law, and consumer protection law.
• Corporate structure. You are responsible for maintaining an appropriate corporate structure, including any Management Services Organization arrangement, and for obtaining your own legal counsel on it.
• Your marketing. All claims you make about treatments, outcomes, pricing or availability are yours. You are responsible for substantiating them and for compliance with FTC guidance and ad-platform policies.
• Your pricing. You set your own retail prices. We take no percentage of your billings and no margin on medication, and we do not set what your patients pay.
• Your accounts. You are responsible for the security of your credentials and for the actions of your users.
• Accuracy. You are responsible for the accuracy of information you or your users enter into the platform.

4. Payments, fees and the merchant relationship

Patient payments do not flow through PharmaBro. You connect your own Stripe account by authorisation, and payments made by your patients settle directly into an account held in your organisation's name. We are not the merchant of record, we do not hold your funds, and we cannot delay your payouts.

Your relationship with your payment processor is governed by that processor's own terms. Chargebacks, reserves and risk decisions on your merchant account are between you and the processor.

Fees payable to PharmaBro are set out in your MSA or order form and, for standard tiers, are published on our pricing page. Fees are invoiced to you and are payable regardless of your own collections. Unless your agreement says otherwise, fees are non-refundable once the applicable period has begun.

5. Data ownership and export

Your data is yours. As between you and PharmaBro, you own your patient records, order history, clinical documentation and business data. We process that data to provide the service and as permitted by the Business Associate Agreement between us.

You may request a full export of your data, including patient records, order history and stored payment credentials, at any time. We will make that export available within 24 hours of the request. No support ticket, approval step or exit negotiation is required, and we do not condition export on settlement of a dispute.

We may use aggregated, de-identified data that does not identify you, your brand or any patient, for the purposes of operating and improving the service.

6. Term and termination

Standard PharmaBro plans have no minimum contract term. Either party may terminate on written notice as set out in the MSA. Termination does not relieve you of fees accrued before the termination date.

On termination, your export rights under section 5 survive. We will retain data only as long as required to complete the export and to meet legal retention obligations, and will then delete or de-identify it in accordance with the BAA.

We may suspend the service for non-payment, for a material breach of these terms, or where we reasonably believe continued operation would violate law or place patients at risk. Where circumstances allow, we will give notice and an opportunity to cure first.

7. Acceptable use

You may not use the platform to do any of the following, and doing so is a material breach.

• Dispense, market or facilitate any medication in a manner that is unlawful in the patient's jurisdiction.
• Circumvent or attempt to circumvent clinical review, eligibility screening or state licensure routing.
• Offer research-use-only compounds, or represent compounded preparations as FDA-approved products.
• Make unsubstantiated claims about treatment outcomes, or otherwise breach FTC advertising guidance.
• Upload protected health information outside the flows the platform provides for it.
• Reverse engineer, resell, sublicense or benchmark the platform for a competing product without written consent.
• Interfere with the integrity or performance of the service, or attempt unauthorised access to it.

8. Intellectual property

PharmaBro retains all rights in the platform, its software, and its documentation. You are granted a non-exclusive, non-transferable right to use it during the term of your agreement.

You retain all rights in your brand, your domain, your creative assets and your content. Nothing here grants us a licence to use your marks except as needed to provide the service, and we do not publish your name as a client without permission.

9. Disclaimers

The platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by law we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

We make no representation about your business outcomes. We do not guarantee patient acquisition, revenue, conversion, retention or profitability. Published launch timelines describe our implementation work and depend on your timely provision of assets, decisions and approvals. Nothing on this site or in our materials is an earnings claim or a business-opportunity representation.

We do not warrant that certification by any third party, including LegitScript, will be granted, nor that any advertising platform will approve your account.

10. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue or lost data, arising out of or relating to the service.

Except for the excluded claims below, each party's total aggregate liability is limited to the fees you paid to PharmaBro in the twelve months preceding the event giving rise to the claim.

These limits do not apply to: a party's indemnification obligations; your obligation to pay fees; either party's breach of confidentiality; or liability that cannot be limited by law.

11. Indemnification

You will defend and indemnify PharmaBro against third-party claims arising from your brand, your marketing claims, your pricing, your corporate structure, your breach of these terms, or your violation of law.

We will defend and indemnify you against third-party claims that the platform, as provided by us and used in accordance with these terms, infringes a United States intellectual property right.

12. Governing law and changes

These terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to that venue.

We may update these terms. Where a change is material we will give notice by email or in the platform before it takes effect. Continued use after the effective date constitutes acceptance. The version in force is the one published here on the date of use.

Questions about these terms: support@pharmabro.co.