TERMS OF SERVICE

Last Updated: January 1, 2025

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Wellys Pharma ("Company," "we," "us," or "our"), a company incorporated under the laws of Morocco, governing your access to and use of the Wellys Pharma software platform ("Service," "Software," or "Platform").

By accessing, registering for, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately cease all use of the Service.

2. SERVICE DESCRIPTION

2.1 Nature of Service

Wellys Pharma provides a subscription-based, business-to-business (B2B) Software-as-a-Service platform designed exclusively for inventory management and pharmacy operations support for pharmacies and pharmacy-related businesses.

2.2 Geographic Scope

The Service is currently offered solely within Morocco. The Company reserves the right to expand geographic availability at its sole discretion without prior notice.

2.3 Not a Medical Device

IMPORTANT NOTICE: The Service is NOT a medical device. The Software:

• Does NOT provide medical advice, diagnosis, or treatment recommendations
• Does NOT handle medical prescriptions or prescription processing
• Does NOT track controlled substances or provide regulatory compliance tools
• Does NOT provide dosage recommendations or clinical guidance
• Is NOT intended for use in clinical decision-making

The Service is strictly limited to business operations, inventory management, and administrative functions. Any use of the Service for medical purposes is strictly prohibited and undertaken entirely at the Customer's own risk.

4. ACCOUNT REGISTRATION AND ELIGIBILITY

4.1 Business Accounts Only

The Service is available exclusively to businesses, specifically pharmacies and pharmacy-related commercial entities operating in Morocco. Individual consumers are not eligible to use the Service.

4.2 Registration Requirements

To register for an account, you must:

• Be a duly authorized representative of a pharmacy or pharmacy-related business
• Provide accurate, complete, and current registration information
• Maintain and promptly update all account information
• Be legally capable of entering into binding contracts under Moroccan law
• Not be barred from using the Service under applicable laws

4.3 Account Security

You are solely responsible for:

• Maintaining the confidentiality of your account credentials
• All activities occurring under your account
• Immediately notifying us of any unauthorized access or security breach
• Ensuring that all users accessing the Service through your account comply with these Terms

You agree that the Company shall not be liable for any losses arising from unauthorized use of your account.

5. SUBSCRIPTION AND FEES

5.1 Subscription Model

Access to the Service requires an active paid subscription. Subscription plans, pricing, and features are subject to change at the Company's sole discretion with or without notice.

5.2 Payment Terms

• All fees are stated in Moroccan Dirhams (MAD) unless otherwise specified
• Payments are due in advance according to your selected billing cycle
• All fees are non-refundable except as expressly stated in our Refund & Billing Policy
• You authorize us to charge your designated payment method automatically

5.3 Price Changes

We reserve the right to modify subscription fees at any time. Price changes will be communicated via email at least thirty (30) days prior to the effective date. Continued use of the Service after the effective date constitutes acceptance of the new pricing.

5.4 Late Payment and Suspension

Failure to pay fees when due may result in immediate suspension or termination of your access to the Service without prior notice. You remain liable for all fees incurred prior to termination.

5.5 Taxes

All fees are exclusive of applicable taxes, duties, or governmental charges. You are responsible for payment of all such amounts.

6. SERVICE AVAILABILITY AND PERFORMANCE

6.1 "AS IS" and "AS AVAILABLE" Basis

The Service is provided strictly on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind. We make no guarantees regarding:

• Service availability, uptime, or continuity
• Freedom from errors, bugs, or defects
• Data accuracy, completeness, or reliability
• Compatibility with your systems or workflows
• Security from unauthorized access or cyberattacks

6.2 No Service Level Agreement

The Company provides NO Service Level Agreement (SLA) and makes NO uptime commitments or availability guarantees of any kind.

6.3 Right to Modify or Discontinue

We reserve the right, at any time and without prior notice, to:

• Modify, suspend, or discontinue any aspect of the Service
• Change features, functionality, or user interfaces
• Impose limits on storage, features, or usage
• Remove or alter content or data

6.4 Scheduled and Unscheduled Maintenance

The Service may be unavailable during scheduled maintenance or due to unscheduled technical issues. We are not obligated to provide advance notice of maintenance windows.

7. CUSTOMER DATA AND RESPONSIBILITIES

7.1 Customer Data Ownership

You retain all ownership rights to data you input into the Service ("Customer Data"), including but not limited to:

• Client information (names, phone numbers, email addresses)
• Pharmacist and staff information
• Inventory and stock data
• Business records and analytics

7.2 Data Processing Authorization

By using the Service, you grant us a worldwide, non-exclusive license to process, store, and transmit Customer Data solely for the purpose of providing the Service.

7.3 Cross-Border Data Transfer

IMPORTANT NOTICE: Customer Data is hosted on servers located in Germany (European Union). By using the Service, you expressly consent to the transfer and processing of Customer Data outside of Morocco.

This cross-border transfer is governed by applicable data protection laws, including Moroccan Law 09-08 concerning the protection of personal data. You acknowledge that data protection standards in the European Union may differ from those in Morocco.

7.4 Customer Responsibilities for Data

You represent, warrant, and covenant that:

• You have obtained all necessary consents, authorizations, and legal bases to collect and process all Customer Data
• Customer Data does not violate any applicable laws, regulations, or third-party rights
• You are solely responsible for the accuracy, legality, and integrity of Customer Data
• You comply with all applicable data protection laws, including Moroccan Law 09-08

7.5 Data Backup Responsibility

YOU ARE SOLELY RESPONSIBLE for maintaining independent backups of Customer Data. The Company provides no guarantees regarding data preservation, backup, or recovery.

7.6 Data Loss Disclaimer

The Company shall bear NO LIABILITY WHATSOEVER for any loss, corruption, deletion, or unavailability of Customer Data, regardless of cause, including but not limited to:

• System failures or technical errors
• Cyberattacks or security breaches
• Account termination or suspension
• Software bugs or defects
• Force majeure events

8. PROHIBITED CONDUCT

8.1 Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of these Terms
• Access the Service through unauthorized means or circumvent security measures
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to any systems, accounts, or data
• Transmit viruses, malware, or other harmful code
• Reverse engineer, decompile, or disassemble the Software
• Remove, alter, or obscure any proprietary notices
• Use the Service to store or transmit illegal or infringing content
• Resell, sublicense, or redistribute the Service without authorization
• Use the Service to provide medical advice or clinical services

8.2 Enforcement

Violation of these prohibitions may result in immediate termination of your account and legal action. We reserve the right to investigate suspected violations and cooperate with law enforcement.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Company Ownership

The Service, including all software, designs, text, graphics, interfaces, and trademarks, is the exclusive property of Wellys Pharma and is protected by Moroccan and international intellectual property laws.

9.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes.

9.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Service
• Sell, rent, lease, or otherwise commercialize access to the Service
• Use our trademarks, logos, or branding without prior written consent

9.4 Feedback

Any suggestions, ideas, or feedback you provide regarding the Service become the exclusive property of Wellys Pharma, and you assign all rights to such feedback to us without compensation.

10. DISCLAIMER OF WARRANTIES

10.1 No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY MOROCCAN LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY
• WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES OF NON-INFRINGEMENT
• WARRANTIES OF ACCURACY, RELIABILITY, OR CORRECTNESS
• WARRANTIES OF UNINTERRUPTED OR ERROR-FREE OPERATION

10.2 No Guarantees

The Company makes no representations or guarantees that:

• The Service will meet your requirements or expectations
• The Service will be available, timely, secure, or error-free
• Results obtained from the Service will be accurate or reliable
• Defects in the Service will be corrected
• The Service is suitable for any particular business purpose

10.3 Risk of Use

You acknowledge and agree that use of the Service is entirely at your own risk. You are solely responsible for evaluating the suitability of the Service for your business needs.

11. LIMITATION OF LIABILITY

11.1 Maximum Liability Cap

TO THE FULLEST EXTENT PERMITTED BY MOROCCAN LAW, THE TOTAL CUMULATIVE LIABILITY OF WELLYS PHARMA FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.2 Exclusion of Consequential Damages

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• LOSS OF DATA, GOODWILL, OR REPUTATION
• BUSINESS INTERRUPTION OR OPERATIONAL DELAYS
• INVENTORY ERRORS, STOCK DISCREPANCIES, OR SUPPLY CHAIN FAILURES
• REGULATORY FINES, PENALTIES, OR COMPLIANCE FAILURES
• THIRD-PARTY CLAIMS OR LIABILITIES
• DAMAGES ARISING FROM RELIANCE ON THE SERVICE

This exclusion applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if the Company has been advised of the possibility of such damages.

11.3 No Liability for Business Decisions

The Company bears absolutely no liability for business decisions made based on data, reports, or analytics provided by the Service. You are solely responsible for verifying all information and making independent business judgments.

11.4 No Liability for Regulatory Compliance

The Company provides no guarantees that use of the Service ensures compliance with any laws, regulations, or industry standards applicable to pharmacies or healthcare businesses. You are solely responsible for ensuring regulatory compliance.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Wellys Pharma, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any laws, regulations, or third-party rights
• Customer Data or your data processing activities
• Your business operations or decisions
• Any claims by your employees, customers, or third parties related to the Service

13. TERMINATION

13.1 Termination by Company

We reserve the right to suspend or terminate your access to the Service immediately, with or without cause, with or without notice, at our sole discretion. Grounds for termination include but are not limited to:

• Violation of these Terms
• Non-payment of fees
• Fraudulent or illegal activity
• Abuse of the Service or other users
• Any reason deemed appropriate by the Company

13.2 Termination by Customer

You may terminate your account at any time by providing written notice to the Company. Termination does not relieve you of any payment obligations for services already rendered.

13.3 Effect of Termination

Upon termination:

• Your right to access the Service immediately ceases
• We may delete Customer Data without liability
• You remain liable for all fees incurred prior to termination
• No refunds will be provided except as required by our Refund & Billing Policy
• Sections of these Terms that by their nature should survive termination shall survive

13.4 No Obligation to Retain Data

Following termination, we have no obligation to retain, return, or provide access to Customer Data. You are solely responsible for exporting data prior to termination.

14. DISPUTE RESOLUTION

14.1 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be submitted to binding arbitration in accordance with the rules of the Moroccan Center for Mediation and Arbitration or such other arbitration body as the parties may agree.

The arbitration shall take place in Morocco, be conducted in French or Arabic, and be governed by Moroccan law.

14.2 Judicial Proceedings

If arbitration does not resolve the dispute, or if arbitration is unavailable or unenforceable, any legal action or proceeding shall be brought exclusively in the competent courts of Morocco.

14.3 Waiver of Class Actions

You agree that any dispute resolution proceedings shall be conducted on an individual basis and not as part of a class, consolidated, or representative action.

15. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of Morocco, without regard to its conflict of law principles.

16. FORCE MAJEURE

The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, telecommunications failures, cyberattacks, pandemics, or governmental actions.

3. THIRD-PARTY DEVELOPER LIMITATION OF LIABILITY

3.1 Independent Development

The Software was developed by an independent freelance developer ("Developer") who is not a party to this agreement and has no ongoing relationship with the Customer.

3.2 Complete Transfer of Rights

All intellectual property rights, source code, documentation, and related materials have been fully and irrevocably transferred to Wellys Pharma. The Developer retains no ownership, rights, or interests in the Software.

3.3 Zero Developer Liability

The Developer bears absolutely no liability for:

• Software operation, performance, or availability
• Software maintenance, updates, or support
• Bugs, errors, defects, or vulnerabilities in the Software
• Data loss, corruption, or security breaches
• Business losses, damages, or regulatory consequences
• Legal or regulatory compliance failures
• Any and all claims arising from use of the Software

3.4 Definitive Termination of Developer Obligations

All obligations, responsibilities, and potential liabilities of the Developer definitively ended on January 1, 2025. After this date, the Developer has no duties, obligations, or exposure to liability of any kind relating to the Software.

3.5 Sole Responsibility of Company

Wellys Pharma assumes full and exclusive responsibility for all aspects of the Service, including but not limited to operation, maintenance, support, compliance, and liability for damages.

3.6 No Third-Party Beneficiary Rights

Customers acquire no rights against the Developer. Any disputes, claims, or demands relating to the Software must be directed solely to Wellys Pharma.

17. GENERAL PROVISIONS

17.1 Entire Agreement

These Terms, together with our Privacy Policy, Disclaimer, Acceptable Use Policy, Cookie Policy, and Refund & Billing Policy, constitute the entire agreement between you and Wellys Pharma regarding the Service.

17.2 Amendments

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website or notification via email. Continued use of the Service after changes constitutes acceptance of the modified Terms.

17.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17.4 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term.

17.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

17.6 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and the Company.

17.7 Language

In the event of any discrepancy between versions of these Terms in different languages, the English version shall prevail.

17.8 Notices

All notices under these Terms must be sent to:

Wellys Pharma
Email: contact@wellys.ma

18. CONTACT INFORMATION

For questions regarding these Terms, please contact us at:

Wellys Pharma
Email: contact@wellys.ma

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.