Parcel Health Inc. — Depot End User License Agreement
1. Agreement & Scope
This End User License Agreement and Platform Terms of Service (these “Terms”) is a binding legal contract between Parcel Health Inc. (“Parcel Health,” “we,” “us,” or “our”) and the customer organization (“Customer,” “you,” or “your”) accessing or using the Depot procurement platform located at depot.parcelhealth.co (the “Platform”), together with each authorized user invited by Customer (“User”).
By accessing or using Depot, you agree to be bound by these Terms. If you are accepting on behalf of a healthcare system, pharmacy, clinic, or enterprise entity, you represent and warrant that you possess legal authority to bind that entity.
Relationship to Goods Purchase Terms: These Terms govern your license and access to the Depot software application. Physical purchase, pricing, shipment, and warranties for packaging supplies (such as Tully Tubes, caps, and labels) remain governed by our Purchase Terms & Conditions.
2. License Grant & Platform Access
Subject to these Terms, Parcel Health grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for authorized Users to access and use Depot solely for Customer’s internal business procurement of Parcel Health packaging products and related supply-chain order management.
Depot access is provided as part of our commercial relationship for packaging supplies; these Terms do not charge an independent software subscription fee. Parcel Health and its licensors retain all right, title, and interest in and to the Platform, including software architecture, user interfaces, branding, and proprietary algorithms.
3. User Accounts & Acceptable Use
Customer is responsible for managing its invited Users and maintaining the confidentiality of login credentials. Customer agrees that it and its Users shall NOT:
- Reverse engineer, decompile, copy, or distribute any part of the Platform;
- Probe, scan, or breach platform security, authentication, or multi-tenant isolation barriers;
- Upload malware, malicious payloads, or unlawful content;
- Submit or transmit Protected Health Information (PHI), patient health records, or HIPAA-regulated medical data into Depot; or
- Use Depot to violate applicable laws, pharmaceutical regulations, or third-party intellectual property rights.
4. QuickBooks Online Integration
4.1 First-Party ERP Connection: Depot includes an integration with QuickBooks Online utilized by Parcel Health platform administrators to synchronize internal financial, inventory item, customer segment, and billing records with Parcel Health’s internal accounting books. Customer organizations do not connect their own QuickBooks accounts through Depot.
4.2 Intuit Relationship & Disclaimer: QuickBooks and QuickBooks Online are registered trademarks of Intuit Inc. Parcel Health is an independent software provider. Intuit Inc. does not sponsor, endorse, or operate Depot, and Intuit is not responsible for Depot’s operation, data accuracy, uptime, or technical support.
4.3 Disconnection: Parcel Health platform administrators may disconnect the QuickBooks integration at any time via Platform Settings, immediately revoking OAuth tokens and terminating synchronization.
5. Disclaimers & Medical Disclaimer
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
Not Medical Advice: Depot is an order-management procurement system. Parcel Health is not a healthcare provider and does not provide medical treatment, diagnosis, or clinical advice. Customer is solely responsible for determining whether packaging items ordered through Depot meet Customer’s specific clinical, dispensing, child-resistant, or state pharmacy board compliance requirements.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARCEL HEALTH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THEORY OF LIABILITY.
[PLACEHOLDER — FOR COUNSEL REVIEW. Not a negotiated customer term.]
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARCEL HEALTH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE SOFTWARE TERMS OR ACCESS TO DEPOT SHALL NOT EXCEED [US $•] (ONE HUNDRED UNITED STATES DOLLARS / US $100). THIS CAP DOES NOT LIMIT AMOUNTS OWED OR REMEDIES APPLICABLE UNDER SEPARATE GOODS PURCHASE AGREEMENTS.
7. Indemnification
Customer shall defend, indemnify, and hold harmless Parcel Health, its officers, directors, employees, and agents from and against any third-party claims, damages, losses, or reasonable legal expenses arising from: (a) Customer’s breach of these Terms; (b) Customer data or unauthorized submission of PHI; or (c) Customer’s violation of applicable law.
8. Governing Law & Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any legal suit, action, or proceeding arising under these Terms shall be instituted exclusively in the state or federal courts located in New Castle County, Delaware.
9. Contact & Notices
For questions regarding these Terms, contact [email protected] or write to Parcel Health Inc., 201 N Braddock Ave Suite 126, Pittsburgh, PA 15208, USA.
Trademark Attribution: Intuit and QuickBooks are registered trademarks of Intuit Inc. Used with permission.
