Last Modified: 1/30/2026

Surescripts requires each entity that utilizes the Surescripts Network provided by Surescripts LLC and resold by Liberty to agree to the provisions set forth below (“Flow Down Terms”). Use of the Commercial E1 Service (the “Commercial E1 Service) is agreement to comply with these Flow Down Terms as a subscriber of the Commercial E1 Service.  At the direction of Surescripts, or as may be necessitated by E1 Provider’s agreement with Surescripts, Liberty may modify or supplement these Terms from time to time and such modified or supplemented Terms shall become effective at the time set forth in such modification or supplement. If Customer (“Pharmacy”) is not in compliance with these Flow Down terms, Liberty may suspend Pharmacy’s access to the Surescripts Services immediately.

BY USING THE COMMERCIAL E1 SERVICE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE COMMERCIAL E1 SERVICE.

1. For purposes of these Flow Down Terms, the following words and terms will have the meanings set forth below. Any capitalized terms not defined herein will have the meaning ascribed to them in this Agreement.

“Applicable Law” means any and all applicable federal, state, and local laws, common law, rules, and regulations, directives, and guidelines, including but not limited to the Health Insurance Portability and Accountability Act (“HIPAA”) and related regulations; the Health Information Technology for Economic and Clinical Health Act (“HITECH”) and related regulations; the Anti-Kickback provisions of the Social Security Act and related regulations; and the federal Physician Self-Referral Prohibition provisions of the Social Security Act and related regulations.

“Confidential Information” means information, whether or not it is reduced to writing or marked, which is disclosed from E1 Provider to Pharmacy, in connection with the agreement between Surescripts and E1 Provider, that is (1) nonpublic information, (2) a trade secret under Applicable Law, or (3) is information that a reasonable person in the field should know is confidential or proprietary based on the context or the content of the disclosure.

“Data Sources” means all PBM Data Sources and Pharmacy Data Sources and any other third-party data providers, such as health plans, that have entered into written agreements with Surescripts, either directly or indirectly, in order to allow access through the Surescripts Network to information in its possession.

“E1 Provider” means RelayHealth or ChangeHealthcare.

“Government” or “Governmental” means any United States local, state, or federal government or governmental authority.

“PBM Data Source” means a pharmacy benefit manager, health benefit payor or administrator, or other similar entity which has entered into a written agreement with Surescripts to allow access through the Surescripts Network to information in its possession.

“Pharmacy Data Source” means a pharmacy, pharmacy chain, or a pharmacy technology vendor that aggregates information on behalf of pharmacies, or other similar entity which has entered into a written agreement with Surescripts to allow access through the Surescripts Network to information in its possession.

“Pharmacy End User” means an individual, located in the United States or a United States territory, who: (i) is employed by, an active member of the pharmacy staff of, or otherwise performs healthcare services as a legally authorized representative of a Pharmacy; and (ii) is properly and duly licensed, registered, or is otherwise authorized with the appropriate Governmental authority to perform the applicable healthcare services, as required by Applicable Law.

“Private Information” means: (i) Nonpublic Personal Financial Information and, as applicable, Nonpublic Personal Health Information, as defined by the Gramm-Leach-Bliley Act; or (ii) any data or information that: (1) relates to an individual, and (2) identifies or can reasonably be believed to form the basis for identifying an individual (such as, but not limited to, an individual’s name, postal address, e-mail address, telephone number, date of birth, Social Security number, driver’s license number, financial account number, or any other unique identifier), in each case, that is provided to E1 Provider by Surescripts pursuant to the Agreement. Private Information does not include Protected Health Information (“PHI”), as defined under HIPAA and related regulations, created, or received on behalf of, or received from Surescripts.

“Service Levels” means the qualitative and quantitative performance standards applicable to the Surescripts Services as set forth in the Surescripts Network Operations Guide.

“Surescripts Data” means any data or information relating to Surescripts, or its services or operations, provided to Pharmacy by or on behalf of Surescripts, including statistics collected by Surescripts regarding transactions processed by the Surescripts Network, test data, test cases, configuration information, and problem description and resolution information.

“Surescripts Materials” means the Implementation Guide, the Surescripts Network Operations Guide, the Surescripts Style and Usage Guide, the CA Certification Practices Statement, and other materials that Surescripts provides or makes available to Pharmacy, through E1 Provider, to enable its participation in the Surescripts Network for the Surescripts Services, as such materials may be further developed or modified by Surescripts from time to time. For Customers accessing the Surescripts’ E-Prescribing Service, the Surescripts Materials shall also include the Surescripts Certification Guide, the Surescripts Network Certification Requirements document, and the Directory Guide.

“Surescripts Network” means the Surescripts proprietary technology for a secure, nationwide, interoperable health information infrastructure, including Surescripts Materials, interfaces, functionality, and transaction maps made available by Surescripts to E1 Provider for resale to Pharmacies pursuant to this these Customer Terms, as such infrastructure may be further modified or developed by Surescripts from time to time.

“Surescripts Services” or “Services” means those services provided by Surescripts.

“Treatment” has the same meaning as set forth in 45 C.F.R. § 164.501 and as may be amended from time to time.

2. Customer Agreements. Pharmacy expressly acknowledges that their agreement with Liberty is subject to and subordinate in all respects to the terms and conditions of the agreement between Surescripts and E1 Provider.

3. Termination. Notwithstanding anything in the Agreement to the contrary, Liberty or E1 Provider may terminate the Commercial E1 Service immediately in the event that Surescripts is no longer performing the Commercial E1 Service or the terms of the agreement between E1 Provider and Surescripts pursuant to which E1 Provider may provide the Commercial E1 Service are no longer in force or effect. In such event, E1 Provider will notify Pharmacy as soon as reasonably practicable.

4. Surescripts Materials. To the extent applicable, Pharmacy shall fully comply with the terms and conditions of the Surescripts Materials.

5. Message Transmission. Pharmacy and Pharmacy End Users (if applicable) shall conduct identity proofing and authentication sufficient to comply with the Surescripts Materials, Applicable Law, and industry standards to Surescripts’ reasonable satisfaction to confirm that all messages transmitted via the Surescripts Network originate from Pharmacy and Pharmacy End Users who are licensed to use the application for the Service(s) for which Surescripts has certified the application, and who are registered (directly or indirectly) with E1 Provider.

6. Customer Audit. Pharmacy shall allow E1 Provider and/or Surescripts, itself or through its designee, to access, inspect, and audit records of Pharmacy’s use of the Surescripts Network, Services, Surescripts Data, and data or information provided by Participants, including, but not limited to, a copy of the business associate agreement between E1 Provider and Pharmacy for the purpose of verifying adherence to Service Levels or compliance with other terms and conditions of these Customer Terms. Any such inspection or audit may be performed not more than once annually during Pharmacy’s regular business hours. Any expenses of any such inspection or audit shall be paid by the party conducting such inspection or audit.

7. Distribution limitations. Pharmacy (as applicable) shall comply with the following distribution limitations:

a.) Do not distribute the Services to health plans, the general public, patients, health information exchanges, health information networks, qualified health information networks, and pharmaceutical companies;

b. ) Pharmacy may not distribute the Services, and any attempt at the distribution of the Services from Pharmacy to its customers shall be null and void and have no effect.

8. Patient Consent and Authorizations. Pharmacy and Pharmacy End Users shall transmit information pursuant to the applicable Surescripts Service in accordance with the Surescripts Materials for the particular Service and in accordance with Applicable Law. Pharmacy and Pharmacy End Users shall ensure that all patient consents and/or authorizations required by Applicable Law have been obtained prior to requesting, providing, or accessing any of the Services or information through the Surescripts Network and that Pharmacy End Users have certified to such. Pharmacy acknowledges that Data Sources may impose additional privacy and patient consent policies on the delivery of Private Information and/or PHI through the Surescripts Network, which shall be communicated to the Pharmacy by E1 Provider, and Pharmacy shall implement such policies.

9. Covered Entities and Business Associates. If Pharmacy is a covered entity, then Pharmacy shall comply with Applicable Law to the extent applicable. If Pharmacy is a business associate of a covered entity, then Pharmacy shall comply with the provisions of its business associate agreements and Applicable Law.

10. Protection of Confidential Information. Pharmacy shall maintain the confidentiality of Surescripts’ Confidential Information and maintain the confidentiality of Surescripts’ Confidential Information with no less than a reasonable degree of care.

11. No Substitution for Written Prescription or Documentation. The Surescripts Network is not intended to serve as a replacement for: (i) a written prescription where not approved as such by the appropriate Governmental authorities or where such written prescription is required for record keeping purposes; or (ii) applicable prescription documentation. Use of the Surescripts Network is not a substitute for a health care provider’s standard practice or professional judgment. Any decision with regard to the appropriateness of Treatment, or the validity or reliability of information, is the sole responsibility of a patient’s health care provider.

12. Compliance with Applicable Law. Pharmacy and Pharmacy End Users shall perform their obligations under these Customer Terms in a manner that complies with Applicable Law.

13. Indemnification. Pharmacy shall indemnify and save harmless Liberty, RelayHealth, ChangeHealthcare, Surescripts, and the Data Sources from and against any and all loss, damage or expense (or claims of damage or liability) asserted against Liberty, RelayHealth, ChangeHealthcare, Surescripts or the Data Sources by third parties arising out of any breach by Pharmacy, its Pharmacy Customers, or its Pharmacy End Users of any of the Flow Downs Terms OR violation of any applicable laws by Pharmacy, its Pharmacy Customers, or its Pharmacy End Users. For the avoidance of doubt, the indemnification obligations outlined in the preceding sentence shall not be subject to any limitation of liability otherwise provided for in the Agreement.

14. Data Source Participation and Limitation. Pharmacy agrees that any Data Source, in its sole discretion, may elect not to send or receive messages transmitted to or from E1 Provider via the Surescripts Network. To the extent applicable, Pharmacy shall not use the Surescripts Network or Surescripts Data to compete with the Data Sources in their pharmacy benefit manager business.

15. Availability of Data Sources. Surescripts, E1 Provider, and Liberty make no representation or warranty regarding the availability through the Surescripts Network of any particular Data Source or other Participant in the Surescripts Network, and all Data Sources are provided on an “as is” and “as available” basis. At any time, Data Sources or other Participants in the Surescripts Network may be added to or deleted from the Surescripts Network or may limit Pharmacy access to their data, and such changes may occur without prior notice to Pharmacy.

16. Limitations of the Surescripts Network. Surescripts uses available technology to match patient identities to provide the Surescripts Services in accordance with this Agreement and attached Exhibits. Because patient information is maintained in multiple places, not all of which are accessible to Surescripts, and because not all patient information is kept in a standard fashion or is regularly updated, it is possible that false matches may occur or that there may be errors or omissions in the information provided by Surescripts from Data Sources. Therefore, it is the responsibility of any treating physician or other health care provider or facility (and not the responsibility of Surescripts) to verify the information through other means with each patient (or the patient’s representatives, as applicable) before such information is relied upon or utilized in diagnosing or treating the patient. Surescripts is not a health plan, health care provider, nor prescriber. Surescripts does not and cannot independently verify or review the information transmitted through the Surescripts Network for accuracy or completeness. Pursuant to the foregoing, Pharmacy acknowledge that the information provided by Surescripts from Data Sources may not be complete or accurate, and that neither Surescripts nor any Data Source provides any representations or warranties with respect to the accuracy or completeness of such information, and Pharmacy release and hold harmless Surescripts and the Data Sources from any liability, cause of action, or claim related to the completeness or lack thereof of such information. Pharmacy shall confirm the accuracy of such information with his/her/its patient prior to providing any medical services, and Pharmacy shall use his/her/its professional judgment in the provision of care.

17. No Warranty. SURESCRIPTS, E1 PROVIDER, RELAY HEALTH, CHANGEHEALTHCARE, AND LIBERTY, HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE.

18. Other Use Limitations. Pharmacy shall not use, disclose, capture, open, examine, modify, add commercial or other messages to, repackage, distribute, license, sell or make any commercial use of any data or information provided by Data Sources or by Surescripts in connection with the Services provided under this Agreement, except as expressly authorized in this Agreement.

19. Use of Data by Pharmacy. If Pharmacy has pharmacy benefit manager operations, then Pharmacy shall maintain all data and information provided by Data Sources on a partitioned server on the non-pharmacy benefit manager side of an internal firewall that is separated or “walled off” from all other pharmacy benefit manager activities. In addition, Pharmacy shall not use the data or information provided by Data Sources to promote or encourage E1 Provider or its Pharmacy Distribution Channel to maintain pharmacy benefit manager services or to augment E1 Provider or its Pharmacy Distribution Channel’s own eligibility or medication history records. Nothing in these Customer Terms is intended to restrict the use of data or information provided by Data Sources and obtained or sent through the Surescripts Network once such data or information has become a part of a patient’s permanent record.

20. Restrictions. Pharmacy and Pharmacy End Users, as a Covered Entity or a Business Associate, may only request, access, initiate, and use Eligibility for Pharmacy Services for the Treatment event of dispensing a specific prescription for a specific patient. For the avoidance of doubt, Pharmacy Customers and Pharmacy End Users are explicitly prohibited from requesting, accessing, initiating, or utilizing the information provided by Eligibility for Pharmacy Services for supporting, enabling, or conducting any of the following: performing analytics; population analytics; derivative data products; insurance marketing; pharmaceutical marketing; enabling other third-party commercial E-1 or other third-party eligibility to pharmacy services; marketing to or producing products for health plans; supporting (via benefit investigations or any other means) life sciences or pharmaceutical company sponsored patient support programs; or for any other commercial purpose, including enhancing its own or other third party services.

21. Surescripts Beneficiary. Surescripts will be a third party beneficiary with respect to the use of the Surescripts Network or its use of the Surescripts Services, including the Flow Down Terms.