TOM MMS

Effective April 18, 2026 · version 2026-04-18-v1

Terms of Service

This document is a working draft. It will be finalized following legal review. The effective version is denoted by the version field in the document header.

TOM Pharmacy Consulting, LLC ("TOM," "we," "us") operates TOM MMS, a pharmacy compliance software-as-a-service platform for ambulatory surgery centers ("ASCs") and similar ambulatory outpatient facilities. These Terms of Service ("Terms") govern your access to and use of the Service. By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Definitions

Customer means the legal entity (an ASC or similar facility) that subscribes to the Service.

Authorized User means an individual authorized by Customer to access the Service on Customer's behalf, whether as an owner, administrator, pharmacist, nurse, or other role.

Service means the TOM MMS platform, including the web application, APIs, documentation, and any ancillary software or content that we make available.

Customer Data means all data that Customer or its Authorized Users submit to, generate in, or transmit through the Service, including PHI (as defined in the BAA).

PHI means Protected Health Information as defined by the HIPAA Privacy Rule (45 C.F.R. § 160.103).

BAA means the Business Associate Agreement between TOM and Customer, which forms part of these Terms for Customers who process PHI through the Service.

2. Service Description

The Service provides electronic records, monitoring, documentation, and reporting tools designed to support Customer's compliance with applicable state pharmacy board rules, federal Drug Enforcement Administration ("DEA") controlled-substance recordkeeping requirements (21 C.F.R. Part 1304), HIPAA Privacy and Security Rules, and related standards applicable to ASCs. State-specific compliance reports (such as the Texas State Board of Pharmacy §291.76 Compliance Audit Package for Texas Class C pharmacies) are provided as separate, jurisdiction-keyed modules. The Service is a tool; it does not itself practice pharmacy, dispense drugs, or render legal or regulatory advice. Compliance determinations remain Customer's responsibility.

3. Eligibility and Account Registration

The Service is offered to US-based ambulatory surgery centers and similar ambulatory outpatient facilities. To register an account, Customer must provide a legal facility name and address, designate an individual who is authorized to bind Customer to these Terms and the BAA, and provide accurate contact and billing information. Customer must keep registration information current. An account is for one Customer; sharing a single account across multiple legal entities is prohibited without TOM's prior written consent.

4. Acceptable Use

Customer and its Authorized Users agree not to:

  • reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent such restriction is prohibited by applicable law;
  • share Authorized User credentials, allow unauthorized individuals to access the Service, or use another person's credentials to access the Service;
  • use the Service to store or transmit malicious code, or to attempt to gain unauthorized access to any system or data;
  • use the Service in any manner that violates HIPAA, the Controlled Substances Act, your state's pharmacy board rules, or any other applicable law;
  • use the Service to provide competing services to third parties without TOM's prior written consent; or
  • remove, obscure, or alter any proprietary notices on the Service.

TOM may suspend access for any Authorized User or the entire account in response to a material violation of this Section 4, with written notice and, where feasible, an opportunity to cure.

5. Subscription, Fees, and Billing

Subscription fees are presented at checkout and are billed in advance on a recurring basis via Stripe, Inc. ("Stripe"), our payment processor. Subscriptions auto-renew at the end of each billing period unless cancelled. All fees are stated in US dollars, exclusive of taxes, which are Customer's responsibility where applicable.

Customer may cancel the subscription at any time from the Service's subscription settings. Cancellation becomes effective at the end of the then-current billing period; no partial refunds are provided for unused portions of a billing period. After cancellation takes effect, Customer's account remains available in a read-only state for thirty (30) days to permit export of Customer Data in accordance with HIPAA § 164.524. Thirty days after cancellation effectiveness, TOM will permanently delete Customer Data unless a legal hold applies.

Fees may be adjusted with at least thirty (30) days' notice; continued use of the Service after a fee change constitutes acceptance.

6. Intellectual Property

TOM retains all right, title, and interest in and to the Service, including all software, content, trademarks, and documentation (excluding Customer Data). Customer is granted a non-exclusive, non-transferable right to access and use the Service during the subscription term, subject to these Terms.

Customer retains all right, title, and interest in and to Customer Data. Customer grants TOM a limited, non-exclusive license to process Customer Data solely as necessary to provide the Service, comply with law, and as permitted under the BAA.

Feedback, suggestions, or ideas Customer submits about the Service are provided without obligation, and TOM may use them without restriction or compensation.

7. Confidentiality

Each party will protect the other's Confidential Information using at least the same standard of care it uses for its own confidential information of like kind, and no less than a reasonable standard of care. Confidential Information excludes information that is publicly available, was independently developed without reference to the other party's Confidential Information, or is rightfully received from a third party without a duty of confidentiality. PHI is governed exclusively by the BAA.

8. Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TOM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR THE BAA. TOM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR REGULATORY AUDIT; COMPLIANCE IS CUSTOMER'S RESPONSIBILITY AND REQUIRES CUSTOMER'S OWN JUDGMENT AND RECORDS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOM'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO TOM FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA (EXCEPT TO THE EXTENT ATTRIBUTABLE TO A PARTY'S BREACH OF THE BAA). THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO (A) CUSTOMER'S PAYMENT OBLIGATIONS, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR (C) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

10. Indemnification

By Customer. Customer will defend and indemnify TOM against third-party claims arising from (a) Customer Data, (b) Customer's use of the Service in violation of these Terms or applicable law, or (c) Customer's acts or omissions giving rise to a breach of the HIPAA Security Rule that is not attributable to TOM.

By TOM. TOM will defend and indemnify Customer against third-party claims alleging that the Service, as provided by TOM and used in accordance with these Terms, infringes a US patent, copyright, or trademark. If the Service becomes the subject of an infringement claim, TOM may, at its option, procure the right for Customer to continue using the Service, modify the Service to be non-infringing, or terminate the affected subscription and refund pro-rata the fees paid for the then-remaining portion of the term.

Procedure. The indemnified party must promptly notify the indemnifying party of any claim, grant control of the defense and settlement to the indemnifying party (subject to the indemnified party's reasonable approval of settlement terms that affect it), and cooperate reasonably in the defense.

11. Term and Termination

These Terms remain in effect for so long as Customer maintains an active subscription. Either party may terminate for the other's material breach on written notice and a thirty (30) day cure period. TOM may suspend or terminate access immediately for conduct that poses a material security, legal, or operational risk.

On termination, (a) Customer's access will end at the scheduled effective date, subject to the thirty-day read-only export window described in Section 5, and (b) the BAA provisions governing return or destruction of PHI apply. Accrued but unpaid fees remain payable.

12. Modifications

TOM may revise these Terms from time to time. Material changes will be announced at least thirty (30) days in advance by email to the Customer's billing contact and by notice in the Service. Continued use of the Service after the effective date of a change constitutes acceptance. If Customer does not agree to a material change, Customer may cancel before the effective date pursuant to Section 5.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas for any claim not subject to arbitration.

Arbitration. Any dispute arising out of or relating to these Terms or the Service, except for claims for injunctive relief or the enforcement of intellectual property rights, will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, held in Travis County, Texas, before a single arbitrator. The arbitrator's award may be entered in any court of competent jurisdiction. The parties waive any right to a jury trial and to participate in a class action or class arbitration.

14. Miscellaneous

These Terms, together with the BAA and any order form or checkout confirmation, constitute the entire agreement between the parties regarding the Service and supersede prior or contemporaneous agreements on the subject. If any provision is held unenforceable, the remainder of these Terms will remain in effect. A party's failure to enforce a provision is not a waiver. Customer may not assign these Terms without TOM's prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets; TOM may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

Notices to TOM: legal@tompharmacy.com. Notices to Customer: the billing email on file.

15. Contact

Questions about these Terms: support@tompharmacy.com.

Last updated: 2026-04-18