This Agreement governs your pharmacy’s (“Pharmacy,” “You,” or “Your”) participation in the SolaLOYALTY® Card Program (the “Program”), administered by Drexi, Inc. d/b/a Drexi, a pharmacy benefit manager (“Administrator”). Administrator and Pharmacy may each be referred to as a “Party” and collectively as the “Parties.”

1. Program Participation

Pharmacy agrees to participate in the Program under the terms of this Agreement. Program benefits may be provided via an identifier, including a plastic or paper card, coupon, or voucher, in physical or electronic form (the “Card”). Pharmacy understands and agrees that:

• Cards may be pre-activated or require patient enrollment;
• Participation is subject to this Agreement, applicable federal and state laws, and criteria established by Administrator’s customers (which may vary by Program);
• Eligibility criteria are subject to change without notice; and
• Some patients may not qualify as eligible participants (“Eligible Patients”).

Pharmacy will not submit transactions for beneficiaries of any federal or state-funded healthcare programs (e.g., Medicare, Medicaid, TriCare, VA, DOD) unless expressly permitted by Program rules. Pharmacy will dispense covered products (“Covered Drugs”) to Eligible Patients consistent with its standard practices, without preference or discrimination. Prior to submitting a transaction, Pharmacy will:

• Confirm the existence of a valid prescription;
• Verify patient eligibility based on Program materials; and
• Confirm the patient is not a government beneficiary unless permitted.

Pharmacy will timely submit transactions using the current payor sheet and NCPDP standards, dispense the prescription within 14 calendar days, and collect from the patient only the amount specified by the online system. Administrator and its agents may review related claims.

2. Program Payments

Administrator will pay Pharmacy (or Pharmacy’s designated agent) the amount indicated in the transaction response for properly submitted claims (“Amount Due Pharmacy”). Overcollection from patients constitutes a material breach. Payment is not guaranteed; Administrator may review, delay, deny, or recoup payments for non-compliance. Pharmacy will not balance bill patients. Administrator may offset amounts owed from future payments or demand direct reimbursement within 15 days.

3. Changes to Program Terms

Administrator may revise participation or reimbursement terms, including program-specific exhibits, at any time. Changes are effective upon publication at www.solameds.us

4. Remittance

Administrator may remit payments by check or electronic funds transfer at its discretion and may change the method at any time.

5. Proprietary Rights

Pharmacy gains no rights in Administrator’s or its customers’ trademarks, service marks, or business names.

6. Communications

Pharmacy will only communicate about the Program as authorized and will not advertise it without prior written approval.

7. Adverse Events / Quality Complaints

Pharmacy will report adverse events or product quality complaints to the Customer or manufacturer as required by law.

8. Insurance

Pharmacy will maintain general, product, and professional liability insurance with minimum limits of $1 million per occurrence and $3 million aggregate, naming Administrator as an additional insured and providing notice of cancellation.

9. No Warranties

Participation is voluntary and at Pharmacy’s risk. Administrator, customers, and patients disclaim all warranties related to the Program.

10. Pharmacy Representations / Indemnification

Pharmacy will make no warranties on behalf of Administrator or its customers. Pharmacy agrees to defend and indemnify Administrator against claims arising from Pharmacy’s negligence, misconduct, or legal violations.

11. Limitation of Liability

Administrator and its affiliates will not be liable for any damages, including direct, indirect, or consequential damages, arising from this Agreement or participation in the Program.

12. Termination

Participation may be terminated by either Party at any time. Pharmacy may terminate with 10 days’ written notice, but submitting transactions after notice voids that notice.

13. Audit Rights

Administrator may audit Pharmacy’s Program-related records during the term and for two years thereafter. Pharmacy agrees to repay erroneous amounts identified in audits within 15 days.

14. Compliance

Failure to comply with this Agreement may result in disqualification and cessation of payments.

15. Confidentiality

Both Parties will keep the terms of this Agreement and related proprietary information confidential. Pharmacy will not use patient data for purposes beyond Program transactions.

16. Miscellaneous

This Agreement is governed by Louisiana law. The Parties are independent contractors. Notices must be in writing and sent to the address associated with each Party. If any provision is unenforceable, the remainder will remain in effect.

17. Amendments

Administrator may modify this Agreement at any time, effective upon posting. Pharmacy agrees to review posted terms at least every 90 days.

Exhibit 1: SolaLOYALTY® Card Program Participation and Reimbursement Terms

1. Program Participation
Pharmacy will submit claims for Covered Drugs via BIN #017290. The Card is not valid with other discounts, federal/state program reimbursements, and is void where prohibited.

2. Adjudication
Primary Transaction: Submit claims using NCPDP format; collect copayments as indicated.

Coordination of Benefits (COB): COB claims must follow NCPDP standards; collect copayments as indicated.

For claim processing issues, call: 1-866-747-7365 – Option #1