Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website, software, APIs, and services provided by APXConnect (“APXConnect,” “we,” “our,” or “us”). By accessing or using the service, you agree to these Terms. If you don't agree, do not use the service.

1. Eligibility and accounts

You must be at least 18 years old and authorized to bind the organization you represent to use the service. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.

2. The service

APXConnect provides EDI and API connectivity software for pharma supply chain partners. Specific features, pricing, transaction limits, and supported integrations are described on our website or in an order form between you and APXConnect.

3. Customer data

You retain all rights to data you submit to the service (“Customer Data”). You grant APXConnect a limited license to host, copy, transmit, display, and process Customer Data solely to provide and improve the service. You are responsible for the accuracy and legality of Customer Data and for obtaining all necessary rights and consents to share it with us and your trading partners.

4. Acceptable use

You agree not to:

• Use the service to transmit unlawful, fraudulent, deceptive, or harmful content
• Reverse engineer, decompile, or attempt to extract the source code of the service
• Interfere with the integrity or performance of the service or its underlying infrastructure
• Attempt unauthorized access to other accounts, systems, or data
• Use the service to send unsolicited bulk communications (spam) or to violate any applicable law
• Resell, sublicense, or share access without APXConnect's written authorization

5. Fees and payment

Subscription fees, transaction allowances, and payment terms are set forth in your order form or the pricing page in effect at the time of purchase. Fees are non-refundable except as required by law or as expressly stated in your order. We may change pricing on renewal with reasonable notice.

6. Intellectual property

APXConnect retains all right, title, and interest in and to the service, including all software, templates, mappings, documentation, and improvements. Nothing in these Terms transfers any of those rights to you, except for the limited right to use the service as described.

7. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the service with at least the same care it uses for its own confidential information, and will use such information only to perform under these Terms.

8. Service availability

We will use commercially reasonable efforts to make the service available. Scheduled maintenance, third-party outages, or events beyond our reasonable control may cause downtime. Specific availability commitments, if any, are stated in your order form or service-level agreement.

9. Termination

Either party may terminate for material breach not cured within 30 days of written notice. Upon termination, your right to access the service ends; we will provide reasonable assistance to export Customer Data for a defined period, after which we may delete it.

10. Disclaimers

The service is provided “as is” and “as available” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. APXConnect does not warrant that the service will be uninterrupted, error-free, or that all data will be accurate.

11. Limitation of liability

To the maximum extent permitted by law, APXConnect's aggregate liability arising out of or related to these Terms or the service will not exceed the fees paid by you to APXConnect in the 12 months preceding the event giving rise to the claim. Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages.

12. Indemnification

Each party will defend and indemnify the other against third-party claims arising from its breach of these Terms, subject to prompt notice and reasonable cooperation.

13. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles. Any dispute will be resolved in the state or federal courts located in Delaware, and the parties consent to the personal jurisdiction of those courts.

14. Changes to these Terms

We may update these Terms from time to time. The “Last updated” date reflects the most recent revision. If a change is material, we will provide notice via the service or by email. Continued use of the service after changes take effect constitutes acceptance.

15. Contact

Questions about these Terms can be sent to steve@discoverapx.com.