Terms of Use

1. The Service

Endear Compliance Cloud is a SharePoint-based DSCSA/CSA regulatory compliance product. It is installed into your own Microsoft 365/SharePoint Online tenant and provisions compliance data lists and libraries on a site you designate, subject to a one-time, site-specific permission grant from your organization’s Global Administrator.

2. Trial accounts

Trial accounts are provided free of charge, subject to usage limits (100 serialized units over 15 days for the SharePoint-native track, 500 units for the OpenEMR-integrated track), and are intended to evaluate the Service -- not for production regulatory recordkeeping reliance.

We reserve the right to approve, reject, or request additional information for any trial request at our discretion.

Trial data may be deleted at the end of the trial period if the account does not convert to a paid subscription, except where DSCSA’s own retention requirement (Section 5) applies regardless of account status.

3. Paid subscriptions

Self-service subscriptions are billed via Stripe on a recurring basis at the rate displayed at time of purchase; you authorize us (via Stripe) to charge your payment method on each billing cycle until cancelled.

Distributor/wholesaler accounts are billed under a separate commercial agreement, including monthly invoicing for the distributor’s own downstream usage of the Service.

Fees are non-refundable except as required by law or as we otherwise agree in writing. To cancel a subscription, contact support@endear.ai; cancellation takes effect at the end of the current billing period.

4. Your responsibilities

You are responsible for maintaining accurate account/business information (NPI, GLN, DEA numbers where applicable) and for the accuracy of data your organization enters or transmits through the Service.

You are responsible for controlling who within your organization has administrative access to the SharePoint site the Service is installed on, and for your organization’s own Microsoft 365 security posture (MFA, admin role assignment, etc.) -- Endear’s access is limited to exactly what your Global Administrator explicitly grants.

You represent that you have the authority to grant the one-time SharePoint permission described in Section 1, or that you will obtain it from someone who does, before completing onboarding.

The Service is a recordkeeping and compliance-tracking tool, not a substitute for your organization’s own legal/regulatory compliance program. You remain solely responsible for your organization’s actual compliance with DSCSA, the Controlled Substances Act, and any other applicable law -- the Service assists with recordkeeping and does not constitute legal or regulatory advice.

5. Data retention and ownership

Compliance/transaction data your organization generates through the Service is retained for a minimum of six years to meet DSCSA’s own recordkeeping requirement, independent of your account’s status. Data created on your own SharePoint site remains yours; see our Privacy Policy for what is additionally retained on our backend and why.

6. Availability

We aim to provide reliable access to the Service, but it is provided on an "as available" basis without a guarantee of uninterrupted access -- see Section 8.

7. Intellectual property

The Service, including its software, design, and documentation, is owned by Endear and licensed to you for use as described in these Terms -- not sold. Data your organization inputs remains your data (Section 5); you grant us the limited right to process it solely to provide the Service.

8. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ENDEAR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. ENDEAR IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE; COMPLIANCE OUTCOMES REMAIN CUSTOMER’S RESPONSIBILITY (see Section 4).

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENDEAR’S TOTAL LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICE IS LIMITED TO THE FEES PAID BY CUSTOMER TO ENDEAR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. ENDEAR IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

10. Indemnity

Customer will indemnify and hold Endear harmless against claims arising from Customer Data, Customer’s misuse of the Service, or Customer’s violation of applicable law or these Terms.

11. Termination

We may suspend or terminate access for a material breach of these Terms, non-payment, or as required by law. You may cancel a paid subscription at any time per Section 3. On termination, we will provide a reasonable window to export your account and billing records, subject to Section 5’s retention requirement for compliance/transaction data.

12. Governing law

The governing-law and venue provisions of these Terms are being finalized as part of counsel review -- contact legal@endear.ai with questions in the meantime.

13. Changes to these Terms

We may update these Terms from time to time; material changes will be posted here with an updated effective date.

14. Contact

Questions about these Terms: legal@endear.ai (or support@endear.ai).