TERMS OF SERVICE

Effective August 24, 2026

These Terms of Service ("Terms") govern your access to and use of rxdune.com and any related pages, forms, and content we operate (the "Site"). The Site is operated by RxDune, Inc., a Delaware corporation ("RxDune," "we," "us," or "our").

By accessing or using the Site, you agree to these Terms. If you do not agree, do not use the Site.

1. What This Site Is

The Site is an informational and marketing website. It describes what RxDune does and how to get in touch with us. It is not the RxDune platform, it is not a pharmacy benefit management service, and using it does not enroll you, your firm, or any plan or member in anything.

2. No Offer; No Agreement Is Formed Here

Nothing on the Site is an offer to provide pharmacy benefit management services, a quote, a proposal, a bid, or a commitment of any kind, and nothing on the Site should be relied on as one.

An engagement with RxDune begins only when RxDune and the client execute a written services agreement signed by an authorized officer of RxDune. Until that happens there is no agreement between us, regardless of any conversation, demo, email, form submission, repricing analysis, or preliminary indication of terms. No employee, contractor, or representative of RxDune has authority to bind RxDune except through such a signed agreement.

3. Illustrative Figures, Modeling, and Repricing Analyses

This section is important. Read it before relying on any number you see on the Site or receive from us in a preliminary analysis.

Any pricing, savings, cost, utilization, or performance figure appearing on the Site, or produced in any preliminary modeling, repricing analysis, or illustration we provide before a signed agreement, is illustrative and for discussion purposes only. It is not a quote, a guarantee, a warranty, a projection you should budget against, or a representation of results any particular plan will achieve.

Modeled results depend entirely on inputs and assumptions, including the completeness and accuracy of the claims data provided to us, the plan design in effect, the drug mix and utilization of the specific population, pharmacy network and channel availability at a given time, rebate arrangements, manufacturer pricing, and regulatory conditions — all of which change. Two plans with similar headcounts will not see the same results. Past or modeled results do not predict future results.

Actual pricing, fees, guarantees, and performance commitments exist only in an executed services agreement, and only that agreement governs.

4. Not Medical, Clinical, Legal, Tax, or Fiduciary Advice

Nothing on the Site is medical or clinical advice, and nothing on the Site should be used to make a treatment decision. Members and patients should direct clinical questions to a licensed healthcare professional.

Nothing on the Site is legal, tax, actuarial, accounting, or investment advice, and RxDune is not acting as your fiduciary by publishing it. Plan sponsors have their own fiduciary duties, including under ERISA and the Consolidated Appropriations Act, and should consult their own advisors. Any statement on the Site regarding law or regulation is general information as of the date written, may not be current, and is not a legal opinion.

5. Do Not Send Protected Health Information Through This Site

The Site is not a HIPAA-compliant channel and must not be used to transmit protected health information.

Our forms are for business inquiries only. Do not submit protected health information, individually identifiable health information, member-level claims data, member identifiers, prescription records, diagnoses, or any similar information through any form, email link, or other feature of the Site.

If a repricing analysis or diligence process requires claims data, we will arrange a secure transfer channel and the appropriate contractual protections — including a business associate agreement where one is required — before any such data changes hands.

If you send us information of that kind through the Site anyway, you do so on your own initiative and not at our request. We will delete it or route it to a secure channel, and we assume no HIPAA obligation with respect to information submitted to the Site in violation of this section. Nothing in this paragraph limits any obligation RxDune has under an executed business associate agreement or services agreement.

Protected health information that RxDune handles as a business associate or service provider under a client contract is governed by that contract, the applicable business associate agreement, and the plan's own notice of privacy practices — not by these Terms or by the Site's Privacy Policy.

6. Ownership of the Site and Its Content

The Site and everything in it — text, copy, headlines, page structure, product and feature descriptions, methodology descriptions, diagrams, illustrations, screenshots, data models, workflows, graphics, logos, trade dress, and the selection, arrangement, and sequencing of all of it — is owned by RxDune or licensed to RxDune and is protected by United States and international copyright, trademark, trade dress, and other intellectual property laws.

"RxDune" and the RxDune logo are trademarks of RxDune, Inc. Other marks appearing on the Site belong to their respective owners, and their appearance does not imply endorsement, sponsorship, or any affiliation with RxDune.

We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to view the Site in a standard web browser for your own internal business evaluation of RxDune. That is the entire license, and it terminates automatically if you breach these Terms. No other right is granted, expressly or by implication, estoppel, or otherwise.

7. Prohibited Uses

You may not, and may not permit or enable any other person or system to:

(a) Extract at scale. Use any robot, spider, scraper, crawler, headless browser, automated agent, script, or other automated means to access, monitor, index, copy, or collect any portion of the Site or its content, except that a general-purpose search engine may index the Site in accordance with our robots.txt.

(b) Train or ground machine-learning systems. Use, or provide to any third party for use, any portion of the Site or its content to train, fine-tune, evaluate, benchmark, embed, index into a vector store or retrieval system, or otherwise develop or improve any machine-learning model, large language model, or artificial-intelligence system. Reading a page in an AI assistant to answer a question about RxDune is permitted; ingesting the Site as training or retrieval material is not.

(c) Build a competing product from it. Use the Site or its content to design, develop, market, price, or operate any product or service that competes with RxDune, or to assist any other person in doing so, including by copying, adapting, paraphrasing, or translating our descriptions, methodology, structure, or copy.

(d) Reverse engineer. Reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying methodology, algorithms, weighting, routing logic, pricing formulas, or data structures of any RxDune product or service from anything published on the Site.

(e) Copy or republish. Reproduce, duplicate, distribute, publicly display, publish, mirror, frame, sell, license, or create derivative works from any portion of the Site, except for the incidental copying that occurs when your browser renders a page.

(f) Misrepresent. Use RxDune's name, marks, or content in a way that suggests endorsement, partnership, or affiliation that does not exist, or that is false, misleading, or disparaging.

(g) Interfere or intrude. Attempt to gain unauthorized access to the Site or any related system or network; probe, scan, or test the vulnerability of any system; circumvent any access control, rate limit, or security measure; introduce malware or malicious code; or take any action that imposes an unreasonable load on our infrastructure.

(h) Submit unlawfully. Submit through the Site any information you do not have the right to submit, including another party's confidential information, or any information in violation of a contract, a confidentiality obligation, a privacy law, or a third party's rights.

(i) Use unlawfully. Use the Site for any unlawful purpose or in violation of any applicable law or regulation.

Automated access in violation of subsection (a) or (b) may also violate the Computer Fraud and Abuse Act and analogous state laws, and we reserve every remedy available to us. We may block, rate-limit, or terminate access to the Site at any time, with or without notice, for any reason.

8. Information You Send Us

Your confidential information. We understand that a firm evaluating RxDune may share information it considers confidential. Information you submit through the Site is handled as described in our Privacy Policy. If you need contractual confidentiality protection before sharing something, tell us and we will put a mutual non-disclosure agreement in place first. Do not send anything genuinely sensitive through a web form on the assumption that a form submission creates a confidentiality obligation — it does not.

Feedback and unsolicited ideas. If you send us feedback, suggestions, ideas, feature requests, or proposals about RxDune or our products, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, reproduce, modify, and otherwise exploit that material for any purpose, without restriction, attribution, or compensation to you. We receive suggestions from many sources and may already be working on, or may independently develop, something similar. Nothing in this paragraph applies to information covered by a signed non-disclosure agreement or services agreement between us.

Your representations. You represent that any information you submit is accurate, that you have the authority to submit it, and that submitting it does not breach any obligation you owe anyone else.

9. Third-Party Links and Content

The Site may link to or reference third-party websites, companies, products, services, publications, or data sources. Those references are for convenience and information only. We do not control, endorse, verify, or assume responsibility for third-party content, and your dealings with any third party are between you and that third party.

10. Availability

We may modify, suspend, or discontinue the Site or any part of it at any time, with or without notice. We do not guarantee that the Site will be available, uninterrupted, timely, secure, or error-free, or that any defect will be corrected.

11. Disclaimer of Warranties

THE SITE AND ALL CONTENT ON IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, RXDUNE DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THAT, RXDUNE DOES NOT WARRANT THAT ANY INFORMATION ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, OR CURRENT, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU USE THE SITE AT YOUR OWN RISK.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, RXDUNE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RXDUNE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

These limits apply to the Site only. Liability under an executed services agreement is governed by that agreement.

Some jurisdictions do not allow certain limitations of liability, so parts of this section may not apply to you.

13. Indemnification

You will indemnify, defend, and hold harmless RxDune and its officers, directors, employees, contractors, and agents from and against any claim, demand, loss, liability, damage, judgment, penalty, cost, or expense, including reasonable attorneys' fees, arising out of or relating to (a) your use of the Site, (b) your breach of these Terms, (c) any information you submit through the Site, including any protected health information submitted in violation of Section 5, or (d) your violation of any law or any third party's rights.

14. Governing Law; Venue; Jury Waiver

These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the State of New York, without regard to its conflict-of-laws rules.

You and RxDune agree that the exclusive venue for any such dispute is the state or federal courts located in New York County, New York, and each party consents to personal jurisdiction and waives any objection based on venue or forum non conveniens.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

15. Changes to These Terms

We may update these Terms from time to time. The current version is always posted here with its effective date. Material changes take effect when posted. Your continued use of the Site after a change means you accept the updated Terms. If you do not accept them, stop using the Site.

16. General

Entire agreement. These Terms, together with the Privacy Policy and the Consumer Health Data Privacy Policy, are the entire agreement between you and RxDune regarding the Site, and supersede any prior understanding on that subject. They do not supersede or modify any executed non-disclosure agreement, business associate agreement, or services agreement between us, each of which controls over these Terms as to its own subject matter.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the rest remains in effect.

No waiver. Our failure to enforce any provision is not a waiver of it.

Assignment. You may not assign these Terms. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets.

Survival. Sections 2 through 9 and 11 through 16 survive any termination of your access to the Site.

Contact. Questions about these Terms: hello@rxdune.com.

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