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Dhruani Pharmacy Agreement

Draft for attorney review. Not in effect. Version 2026-11-15. Effective date: [to be set]. Provider: [Company name] ("Dhruani", "we").

This agreement is between Dhruani and the pharmacy named in the application ("you"). The person who accepts it confirms they have authority to bind the pharmacy.

1. The service

Dhruani provides apps that let your verified staff write prescription label information to NFC tags, encrypted and permanently locked, so patients can hear their label read aloud. Reading tags is free for patients. Writing tags needs an active yearly plan and tags left in your balance. The Dhruani Windows app can also print large-print labels and QR labels, which supplement the printed label and do not replace it.

2. Verification

You confirm that everything in your application is true, including the pharmacy manager's license and mobile number. The pharmacy manager also completes an ID check through Stripe Identity, which compares a photo ID with a selfie. We may verify this information at any time and may suspend access if it is false or no longer accurate. Tell us promptly if your pharmacy's ownership, license, or manager changes.

3. Fees

  • Onboarding fee: $50, charged once with your first year. It covers verifying your pharmacy and manager, and is not refundable once your activation key is issued.
  • Yearly plan: $60 a year, billed in advance and renewed automatically each year until you cancel. Each paid year includes 1,200 tags.
  • Tag packs, bought when you choose: 1,000 tags for $50, 2,500 for $100, 5,000 for $150, or 10,000 for $250.
  • Prices are in US dollars and exclude taxes, which you pay where they apply.

4. Tag balance

  • Yearly tags: each renewal adds 1,200 tags. Unused yearly tags carry over to the next year and do not expire.
  • Purchased tags never expire. They are used only after your yearly tags run out, and they stay on your account while it is open.
  • Running out: when no tags are left, writing pauses until you buy a pack or your plan renews. Nothing is charged automatically for extra tags.
  • Offline writing: tags written while a device was offline are counted when it reconnects. If that takes your balance below zero, the shortfall comes out of your next purchase or renewal.
  • No cash value: tags can't be refunded, transferred to another pharmacy, or exchanged for money, except where the law requires.

You authorize us, through our payment processor, to charge your payment method each year for the yearly plan and applicable taxes, and for each tag pack you buy.

5. How tags are counted

  • A tag counts each time a device activated for your pharmacy writes and locks a tag. A label too long for one tag is written on two tags, and both count. Each device signs a report of the tags it writes, and it contains no patient or label information.
  • A device that is offline reports its tags when it reconnects. Writing pauses once a device has 100 unreported tags, or a tag unreported for 7 days, until it reconnects.
  • Our records of reported tags determine your balance. If you believe it is wrong, tell us within 60 days, and we will review it in good faith.
  • You must not interfere with counting, or use any modified app or other software to write tags in your pharmacy's name.

6. Payments, renewal, and cancellation

  • Payments are processed by Stripe. If a renewal payment fails, we may retry it. If your plan ends because payment can't be collected, writing new tags stops.
  • You can cancel at any time. To cancel, update your card, or get invoices, go to dhruani.com/billing and sign in with your billing email. Cancellation takes effect at the end of the year you've paid for, and partial years are not refunded. Purchased tags stay on your account if you renew later.
  • Tags already written keep working after cancellation. Patients can still read them, and they still show as written by your pharmacy.
  • We will email you at least 30 days before any price change takes effect, and before your plan renews.

7. Your responsibilities

  • Accurate labels: each tag must match the prescription and printed label, be written in English, and use that patient's correct patient code. The printed label remains the official label.
  • Staff sign-ins and PINs: your admin adds each staff member, who signs in with their own password. Each pharmacist also has their own PIN, and approving a label with it means that pharmacist checked it. Sign-ins and PINs may be used only by the person they belong to and must never be shared. Remove staff who leave, right away. You are responsible for everything done under your pharmacy's sign-ins.
  • Main PC and records: your main PC keeps your pharmacy's saved prescriptions, audit records, and the dose histories patients choose to share at the counter, encrypted, inside your pharmacy. Your other PCs and phones sync with it over your own network. These are your pharmacy's records, under your own policies for privacy, security, retention, and backup. Save backup files regularly: we don't have a copy and cannot recover them. Protect every device with a screen lock. If a device is lost or stolen, tell us so we can revoke it.
  • Patients: give patients any notice and get any consent your policies or the law require before writing their tags.
  • Laws: you are responsible for meeting the laws that apply to your pharmacy, including privacy, pharmacy practice, and accessibility laws. Dhruani is a tool that can support those efforts. It does not by itself make you compliant with any law.
  • Tags and labels: you buy your own NTAG216 tags and label stock. A tag can be written only once, and writing erases anything already on it (see section 11). When the app requires a second tag for a long label, attach both tags to the same container, with the second tag on top. Check every large-print label against the prescription before giving it to the patient.

8. Translation and limits of the service

Patients' devices may machine-translate directions and warnings. Translations are not verified by us or by anyone else and can contain errors. Before every translated label, the app reads a warning aloud and shows it on screen, telling patients to confirm with their pharmacist. The service depends on phones, tags, and networks that can fail, so patients must always have the printed label.

  • Certified translations: a pharmacist may certify a translation stored on a tag only in a language they read fluently, as your admin confirms in the app. You are responsible for every certified translation being accurate and complete. We do not check them.
  • AI translation drafts: optional, and run under your own account with the AI provider, at your cost and under its terms. Only directions, typed warnings, and pill descriptions are sent. You are responsible for having an agreement with the provider that permits this use, including any agreement the law requires.
  • Unchecked AI translations: an AI translation that no pharmacist certified is marked as not checked, and patients hear a warning before it every time. Certify a translation whenever a pharmacist who reads the language is available.
  • No guarantee: we make no promise that any translation, machine, AI, or certified, is accurate. The English label remains the official label.

9. Data

The service is designed so that patient and label information is not sent to Dhruani. Our privacy policy describes the business, billing, and device information we do receive.

10. Suspension and ending this agreement

We may suspend or end your access, at once and without notice where we reasonably think it necessary, for non-payment, false application information, breach of this agreement, misuse, a legal or regulatory requirement, or a security risk. Fees and tags are not refunded when access ends for any of these reasons. We may also end this agreement for any reason with 90 days' notice, and then refund the unused part of your current year. To protect patients, revoking a device or suspending a pharmacy for misuse or a security risk can cause tags it wrote to warn patients to contact the pharmacy. Ending a subscription for non-payment or cancellation does not do this.

11. Writing and formatting tags erases them

  • Writing a tag erases anything already stored on it, including information put there by another app, another pharmacy, or a manufacturer, and then locks the tag permanently. Formatting or erasing a tag in the app also permanently removes everything on it. Neither can be undone, by you or by us.
  • Use only new, blank NTAG216 tags bought for this purpose, and make sure the right tag is near the device before you write. The app warns before every write and format, and you accept that warning each time.
  • We are not responsible for any information lost from a tag that your staff wrote, formatted, or erased with the app, or for tags that are damaged, wasted, written by mistake, or attached to the wrong container. A tag written by mistake still counts toward your balance.

12. Disclaimers

  • Not medical or professional advice. Dhruani is software. It is not a pharmacy, does not practice pharmacy or medicine, and does not review prescriptions, labels, translations, or doses. Your pharmacists remain solely responsible for every label, counseling, and dispensing decision.
  • THE SERVICE, THE APPS, THE WEBSITE, AND ALL TAGS, LABELS, TRANSLATIONS, AND AUDIO ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. We do not promise that the service will be uninterrupted, error-free, or secure, that any tag will be readable on every phone or for any period, or that the service will meet any legal requirement that applies to you.
  • Things outside our control. The service relies on things we don't control, including phones, operating systems and their voices, tags, printers, label stock, networks, app stores, Stripe, Stripe Identity, AI providers, and your own computers. We are not responsible for them, or for any failure, change, or charge they cause.
  • Your records. Your patients, labels, saved prescriptions, audit records, and shared dose histories are kept on your own devices and main PC. We don't have a copy and cannot recover them. Keeping backups is your responsibility.
  • Test and preview features are offered without any commitment, and may change or end at any time.

13. Limitation of liability

  • TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER WE NOR OUR OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR FOR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF WE WERE TOLD THEY WERE POSSIBLE.
  • OUR TOTAL LIABILITY FOR ALL CLAIMS ABOUT THE SERVICE OR THIS AGREEMENT IS LIMITED TO THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.
  • These limits apply even if a remedy fails of its essential purpose. They are an essential part of the bargain: our prices depend on them. They don't limit liability that the law does not allow to be limited.
  • Any claim against us must be brought within one year after it arises, or it is permanently barred, unless the law requires a longer period.

14. Indemnification

You will defend, indemnify, and hold harmless Dhruani and its owners, officers, employees, and contractors from any claim, demand, loss, liability, fine, penalty, cost, or expense, including reasonable attorneys' fees, arising from: any label, tag, translation, or large-print label written or printed for your pharmacy; any dispensing, counseling, or patient-care decision; any information lost from a tag your staff wrote or formatted; your staff's use or misuse of the service or their sign-ins; your breach of this agreement or of any law; or any claim by a patient, caregiver, regulator, or other third party relating to your pharmacy. We may take part in the defense with counsel of our choice at our own cost. You may not settle a claim that imposes any obligation or admission on us without our written consent.

15. Disputes

  • Talk to us first. Before starting any proceeding, the party with the dispute must send written notice describing it, and both parties will try in good faith to resolve it for 60 days.
  • Binding arbitration. Any dispute about the service or this agreement that isn't resolved will be settled by final, binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association, held in [county, state] or by video. Judgment on the award may be entered in any court with jurisdiction. Either party may bring an individual claim in small claims court instead, and either party may ask a court for an injunction to protect its intellectual property or confidential information.
  • No class actions and no jury. Claims may be brought only individually, not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

16. Ownership and license

  • While your plan is active, we grant you a limited, non-exclusive, non-transferable, revocable license to use the apps to run your pharmacy under this agreement. We and our licensors own the apps, the website, the tag format, and all related intellectual property. Everything not expressly granted is reserved.
  • You must not copy, modify, resell, or sublicense the service; reverse engineer, decompile, or try to extract its keys or source code; build a competing product from it; or remove any notice of ownership.
  • If you send us ideas or feedback, we may use them freely, with no obligation to you.
  • Your patient and label information belongs to your pharmacy.

17. General

  • Changes to this agreement: we may change this agreement. We will email you at least 30 days before material changes take effect. Continuing to write tags after that means you accept them. If you don't accept, cancel before they take effect.
  • Changes to the service: we may add, change, or remove features, and change supported tags, devices, and operating systems.
  • Notices: we send notices to the email address your pharmacy verified, and they count as received when sent.
  • Governing law: the laws of [state], without regard to its conflict-of-laws rules, and the Federal Arbitration Act.
  • Assignment: you may not assign or transfer this agreement without our written consent. We may assign it, including as part of a merger, sale, or reorganization.
  • Force majeure: we are not liable for any delay or failure caused by events beyond our reasonable control, such as outages of networks, hosting, or payment providers, cyberattacks, natural disasters, epidemics, labor disputes, or government action.
  • Severability and waiver: if any part of this agreement can't be enforced, it is limited to the minimum extent needed and the rest stays in effect. Not enforcing a term is not a waiver of it.
  • Survival: sections 4, 5, and 11 through 17, and any amount you owe, survive the end of this agreement.
  • Relationship: the parties are independent contractors. Nothing in this agreement creates a partnership, agency, or employment relationship, or gives any patient or other third party any right under it.
  • Electronic acceptance: accepting this agreement online is as binding as a signature.
  • Entire agreement: this agreement, our privacy policy, and the business associate agreement are the whole agreement about the service, and replace any earlier discussion. If this agreement and the business associate agreement conflict about protected health information, the business associate agreement controls.