Last updated: August 2024

These Terms of Service (“Terms”) are an agreement between you and HealthRx Care Corporation (“HealthRx,” “we,” “our,” and “us”). These Terms govern your use and access to HealthRx’s website and services as accessed from time to time by you, regardless of if your use is in connection with an account or not (collectively, the “Services”).

DO NOT ACCESS THE SERVICES FOR EMERGENCY OR CRISIS CARE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY OR MENTAL HEALTH CRISIS, CALL YOUR DOCTOR OR 911 IMMEDIATELY.

MANDATORY ARBITRATION NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION IN SECTION [13] THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND HEALTHRX ARE EACH GIVING UP RIGHTS TO BRING CLAIMS AGAINST EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND.

WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: WHILE THERE ARE IMPORTANT POINTS THROUGHOUT THESE TERMS, PLEASE NOTE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS ON OUR LIABILITY ARE EXPLAINED IN SECTIONS [11] AND [12].

Please read these Terms carefully. By checking a box or clicking “I accept”, “I agree”, or similar when the option is presented to you, or by accessing or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by and comply with these Terms. If you do not or cannot agree with any part of these terms, you are not allowed to use the Services.

Important Notices and Disclaimers

Your Relationship with HealthRx. HealthRx IS NOT A HEALTHCARE PROVIDER. HealthRx does not offer medical advice or diagnoses, engage in the practice of medicine or any other licensed profession. HealthRx provides a technology platform for registered users to access certain products and services, including telehealth services provided by independent third-party providers or pharmacy services provided by independent third-party pharmacies.

Access to Telehealth Services. You may use the Services to connect via telehealth with health care professionals (“Providers”). Providers provide medical services, and each Provider exercises independent medical judgment in the delivery of care or advice through the Services. Although HealthRx facilitates your communications and other interactions with Providers, HealthRx does not provide medical services and the physician-patient relationship is between you and your Provider. You acknowledge that Providers may determine that telehealth services are not appropriate for you or your treatment needs, and any Providers may elect to not provide clinical services to you through the Services for any other reason, including if your Provider determines in their professional judgment that clinical services are not medically or ethically appropriate. Each Provider is employed or contracted by a professional medical practice that is independently owned by a licensed physician, not HealthRx. All references to Practice or Practices in this Agreement shall be deemed to include all Providers. HealthRx contracts with and provides certain management and administrative services for and on behalf of the Practices. HealthRx itself does not provide any health care services nor does HealthRx exercise control or direction over the means, methods or manner by which any Practice or Provider exercises professional judgment in the provision of clinical services. Similarly, HealthRx is not responsible for the quality or appropriateness of the care any Provider renders to you. For a current listing of Providers who provide telehealth services through the Platform, please visit https://www.redrockrx.com/.

Except for communications related to your specific health and wellness that you received from a Provider, THE INFORMATION AND OTHER CONTENT AVAILABLE ON OR THROUGH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. YOU SHOULD ALWAYS CONSULT WITH YOUR HEALTHCARE PROVIDER REGARDING QUESTIONS YOU HAVE ABOUT ANY MEDICAL CONDITION BEFORE MAKING HEALTHCARE DECISIONS.

Pharmacy Services. Your Provider may prescribe certain medications for you in connection with the telehealth services you access through the Services. You will not be able to obtain a prescription product unless you have completed a consultation with one of the Providers. If a Provider determines a prescription is appropriate for you and writes a prescription, you may choose to have your prescription filled by one of third-party pharmacies we have contracted with to fill and ship prescriptions (collectively, the “Pharmacies”). For a current listing of Pharmacies, please visit https://www.redrockrx.com/. If you would prefer to have your prescription filled by a pharmacy of your choosing, please notify your Provider. If you select to use a Pharmacy to fulfill any prescriptions, you acknowledge that your medication will not be shipped in child-resistant packaging and that you must keep it out of the reach of children.

Availability. We provide the Services for use only by persons located in the United States. Certain Services are only available to individuals located in certain states. Access to the Services may not be legal by certain persons or in certain state or countries. If you access the Services from outside the United States or a state in which we operate, you do so at your own risk and you are solely responsible for compliance with local laws, including export laws as applicable.

Eligibility; Representations and Warranties. The Services are offered and available to users who are 18 years of age or older. If you are not 18 years of age or older, you must not access or use the Services. You acknowledge that satisfying the age requirement does not guarantee that you will receive access to the Services and that HealthRx or the Practices may establish other eligibility requirements.

As a condition to using or accessing the Services, you represent and warrant that:

you have fully read and understand these Terms;
you have the legal power and authority to agree to these Terms and have neither falsely identified yourself nor provided any false information to gain access to the Services; and
you are located in a state where we operate (depending on the type of Services) and, if you receive telehealth services from a Provider, you are physically located in the state you select in the Services or otherwise confirm to your Provider as your current location at the time of your receipt of such telehealth services.

Updates to these Terms. We are constantly changing and improving our Services. We reserve the right to add or remove functionalities, content, or features, and we may suspend or stop the Services altogether with or without notice to you. We also reserve the right, at any time in our sole discretion, to modify these Terms. We will inform you of any changes to these Terms by any reasonable means, including by posting those changes on the Services. Any modifications will be effective immediately upon posting on the Services. By continuing to use the Services after we post revised Terms to the Services, you will deemed to have accept the revised Terms. The “Last Updated” legend at the end of these Terms indicates the date on which the Terms were last updated.

Privacy. Please review our Privacy Notice for information about how we collect, use, and disclose your personal information and our Consumer Health Data Privacy Policy for information about how we collect, use, and disclose certain health information.

Registration and Account Creation

Although certain parts of the Services are accessible without creating an account, you may be required to create an account to access and use other parts of the Services. If you create an account, you agree to provide information that is current, accurate, and complete, and to maintain and update such information. If you do not maintain such information, or HealthRx has reasonable grounds to suspect as much, HealthRx has the right to suspend or terminate your account and your use of the Services. You agree to keep your username and password confidential. You may not transfer or share your password with anyone or create more than one account. You may not use anyone else’s account at any time. You are responsible for changing your password promptly if you think it has been compromised. You also agree to immediately notify HealthRx of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing HealthRx at [email protected]. You are responsible for all activities that occur under your account. HealthRx may take any and all actions it deems necessary or reasonable to maintain the security of the Services.

Communication Preferences; Electronic Notices and Signatures

By creating an account and providing your phone number and email address, you consent to receive electronic communications (e.g., via email to the email address you provide, text message to a mobile phone number you provide, chat functionality available through the Services, or by posting notices to the Services) from HealthRx, the Practices, and the Pharmacies. These communications may include operational notices about your account (e.g., password changes and other transactional information) and are part of your relationship with us. You may incur data, call-time or messaging charges from your communication providers in connection with communications from HealthRx. You may opt-out of text messages by following the instructions in the text message.

You acknowledge that text messages, phone calls and emails may be unencrypted and carry some risk that the information in the messages, including information about your health, could be read by an unauthorized person. You further acknowledge and agree that HealthRx and the Practices cannot guarantee the security and confidentiality of the unencrypted communications that we send to you and are not responsible for any unauthorized access that occurs during or after the transmission of the communications to you.

You agree that any notices, agreements, disclosures, or other communications that we or the Third-Party Provider send to you electronically will satisfy any legal communication requirements, including that such communications be in writing, and you consent and agree that your use of your finger, a keypad, mouse, or other device to select an item, button, icon, or similar act while using the Services, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures, or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. You should maintain copies of electronic communications from us by printing a paper copy, saving an electronic copy, or both. Further, you agree that no certification authority or other third-party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third-party verification will not affect the enforceability of your signature or any resulting contract between you and us.

Payments and Terms of Sale

No Insurance Accepted; Notice of Financial Responsibility. The Practices do not accept commercial health insurance plans and are not enrolled with federal or state health care programs, such as Medicare and Medicaid. If you are covered by a government health plan, please consult with a provider who participates in such plans. By choosing to use the Services, you are specifically choosing to obtain products and services on a cash-pay basis outside of any commercial health insurance plan or federal or state health care program, and you are solely responsible for the costs of any services or products provided to you through the Services. You agree that neither you nor any of the Practices or Pharmacies will submit a claim for reimbursement to any federal, state, or commercial healthcare program for the costs of the services and products provided to you through the Services.

Payments. You agree to pay all fees, including any fees that we collect on behalf of the Practices or Pharmacies, at the fees and pursuant to any additional payment terms presented to you when engaging in such transactions. Prices are subject to change at any point in our sole discretion. When you make a purchase, you may be asked to supply certain information relevant to the transaction, including, without limitation, your payment card number and expiration date, your billing address, your shipping address, your phone number and/or your email address. By entering your payment and other information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due, including recurring subscription fees associated with Subscription Services (as defined below). If your credit card expires or HealthRx, our affiliates, or our third-party payment processors are unable to process your payment, you may receive notice for you to provide an alternative payment method. You are responsible for keeping your payment information (such as credit card number and billing address) accurate and up to date at all times.

Subscription Services. Certain products or services offered on the Services may be offered on a subscription basis that renews automatically (“Subscription Services”). If you purchase a Subscription Service, you will only see and be required to pay a single “total” subscription price. However, if a Subscription Service requires a consultation with a Provider or includes a prescription product that you fill through one of the Pharmacies, then the total price you pay includes the amounts charged for use of the Services and any amounts charged by the Pharmacy for the prescription and the Practices for the services of the Providers, as applicable, which we collect on behalf of and are paid to the Pharmacies and Practices respectively.

FOR SUBSCRIPTION SERVICES, YOUR PAYMENT METHOD WILL BE AUTOMATICALLY CHARGED AT REGULAR INTERVALS AS DESCRIBED DURING THE CHECKOUT PROCESS FOR THE APPLICABLE SUBSCRIPTION SERVICES. YOU MAY CANCEL A SUBSCRIPTION AT ANY TIME THROUGH YOUR HEALTHRX ACCOUNT OR BY CONTACTING HEALTHRX, AND THE CANCELLATION WILL TAKE EFFECT THE DAY AFTER THE LAST DAY OF YOUR CURRENT SUBSCRIPTION PERIOD. HealthRx may make changes to recurring subscription fees associated with the Subscription Services from time to time. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Services after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by canceling your Subscription Service prior to the price change going into effect.

Taxes. You are responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees (“Taxes”) due with respect to your purchase of products or services through the Services. We will present an estimate of Taxes we collect at checkout, except where we have clearly stated in writing that a price includes Taxes. The actual Taxes charged may be adjusted from the amount shown at checkout. We will collect applicable Taxes if we determine we have a duty to collect Taxes, but we are not required to, and do not, collect Taxes in all states. You may have a duty to directly report and pay Taxes if we do not collect such Taxes.

Terms of Sale. All products offered for sale by HealthRx, Practices or Pharmacies are subject to availability and we reserve the right to impose quantity limits on any order or reject all or any part of an order without prior notice. In the event of an error, we reserve the right to correct the error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged. Prices for products are subject to change at any time.

You agree to pay any shipping and handling charges, if any, shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the changes applicable to you before you make your purchase. Any delivery dates or times shown as part of the checkout process are estimates only and are not guaranteed. Unless we state otherwise in writing via the Services, risk of loss or damage to a product pass to you upon delivery of the product to the designated carrier.

YOU ACKNOWLEDGE AND AGREE THAT DUE TO THE NATURE OF THE PRODUCTS AND SERVICES PURCHASABLE THROUGH THE SERVICES, ALL SALES ARE FINAL AND ANY APPLICABLE FEES AND OTHER CHARGES, INCLUDING FEES FOR SUBSCRIPTION SERVICES, ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

We reserve the right to remedy customer issues and concerns on a case-by-case basis based on the facts and circumstances of each customer.

Ownership and License to Use the Services

Ownership. As between HealthRx and you, HealthRx is the sole and exclusive owner of all right, title and interest in and to the Services and their content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel) (the “Services Content”), and any associated copyrights, patents, or other protected or unprotected intellectual property rights. You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Services or Services Content except as permitted by these Terms or otherwise by HealthRx expressly in writing. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Services or Services Content shall be owned solely and exclusively by HealthRx or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Services or Services Content.

Marks. Certain names, logos, and other materials displayed in and through the Services may constitute trademarks, trade names, service marks or logos of HealthRx, its affiliates, or the Practices or Pharmacies (“Marks”). You are not authorized to use any such Marks without the express written permission of HealthRx. Ownership of all such Marks and the goodwill associated therewith remains with us, our affiliates, or the Practices or Pharmacies.

Your License. Subject to your compliance with these Terms, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Services and Services Content solely for your personal and non-commercial use and only as permitted under these Terms. No other right, title, or interest in or to the Services or Services Content is transferred to you, and all rights not expressly granted are reserved by HealthRx or its licensors.

Feedback. If you provide any Feedback to HealthRx in connection with the Services, you hereby grant to HealthRx a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose. You acknowledge and agree that Feedback is not confidential, and that HealthRx is free to use any Feedback for any purpose. “Feedback” means ideas, concepts, feedback, and know-how that you make available to us in connection with the Services.

Restrictions on Use

You agree that in using or accessing the Services, you will not, and will not attempt to:

Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.

Violate any local, state, national or international law (including export laws).

Reverse engineer, disassemble, decompile, or translate any software or other components of the Services.

Distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or the Services, or any other system, device, or property.

Access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party.

Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services.

License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services, Service Content, or User Content other than as expressly permitted herein.

Create or develop competing products or services or for any other purpose that is to HealthRx’s detriment or commercial disadvantage.

Damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner the Services, Service Content, or User Content, in whole or in part.

Use framing techniques to enclose any trademark, logo, or the Services without our express prior written consent.

Post, transmit or otherwise disseminate any content that, as we determine at our sole discretion: (i) is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, violent, demeaning, intimidating, discriminatory, or racially, ethnically or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights, (ii) is derogatory or harmful to our reputation, the reputation of our licensors, the Practices, or any of our or their respective officers, members, employees, representatives, licensors and/or suppliers, in any way; (iii) may incite violence or other unlawful activity; or (iv) is harmful to children in any manner; or (v) attempts to obtain the personal information of other users.

Harm, harass, threaten, abuse, defame, demean, discriminate against, or intimidate any other user of the Services, as we determine in our sole discretion.

Disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to the Services or any computer network.

Bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by HealthRx or any of our service providers to protect the Services.

Remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services or any Services Content or User Content.

Use any manual process or automated device to monitor or copy any content made available on or through the Services for any unauthorized purpose except as permitted herein.

To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.

Copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to HealthRx or third-party content from the Services.

Otherwise use the Services in any manner that exceeds the scope of use granted herein.

Encourage or enable any other individual to do any of the foregoing.

We reserve the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

HealthRx reserves the right to remove any content or any other material or information available on or through our Services, at any time, for any reason. HealthRx otherwise complies with the provisions of the Digital Millennium Copyright Act (“DMCA”) applicable to Internet service providers (17 U.S.C. § 512, as amended), and responds to clear notices of alleged copyright infringement. This section describes the procedure that should be followed to file a notification of alleged copyright infringement with HealthRx.

Notification of Claimed Copyright Infringement. If you have objections to copyrighted content or material made available on or through our Services, you may submit a notification to our Designated Agent at the following address:

Any notification to HealthRx under 17 U.S.C. § 512(c) alleging copyright infringement must include all of the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right being infringed.

An identification of the copyrighted work or other intellectual property that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works.

An identification of the content or material that you claim is infringing and where it is located on our Services.

Information sufficient for HealthRx to contact you, such as your address, telephone number, and/or email address.

A statement by you that you have a good-faith belief that the use of the content or material of which you are complaining is not authorized by the copyright owner, its agent, or the law.

A signed statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf.

Third-Party Links and Features on the Services

The Services may contain hyperlinks, plug-ins, products, or features operated by third parties (“External Links”). Such External Links are not under our control, and we are not responsible for the information, products or services described by, or for the content or features of, any such External Links. We are providing these External Links to you only as a convenience, and the inclusion of any External Links does not necessarily imply endorsement of the External Links by us or any association with its operators. Your use of these External Links is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage, or loss caused by or in connection with use of or reliance on information contained in or provided to the operators of any External Links.

Termination

HealthRx may terminate or suspend any of the rights granted by these Terms and your access to and use of the Services with or without prior notice, for any reason, and at any time, including for violations of these Terms. The following provisions, and any other provision which by its nature should survive termination, will survive the expiration or termination of these Terms for any reason whatsoever: Ownership and License to Use the Services; Third-Party Provider Data, User Content, and Feedback; Indemnification; Disclaimer of Warranties; Limitation of Liability; Governing Law, Dispute Resolution, and Arbitration; and Miscellaneous Terms.

Indemnification

You agree to indemnify, defend, and hold harmless HealthRx and its subsidiaries, affiliates, service providers, licensors, and suppliers (including the Practices and Pharmacies), and all of their officers, directors, managers, partners, members, employees, contractors, agents, successors and assigns (collectively, “Related Persons”), from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from: (i) your use of the Services, the Services Content, or other materials or features available on the Services, (ii) your User Content, (iii) your fraud, violation of law, negligence, or willful misconduct, or (iv) your breach of these Terms. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without our prior written consent.

Disclaimer of Warranties

THE SERVICES AND SERVICES CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HEALTHRX AND ITS RELATED PERSONS MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

YOU ACKNOWLEDGE THAT ANY SERVICES CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES ARE USED AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER HEALTHRX NOR ANY OF ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE SERVICES AND SERVICES CONTENT. FURTHERMORE, HEALTHRX DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND HEALTHRX DISCLAIMS ANY LIABILITY RELATING THERETO.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HEALTHRX OR ITS RELATED PERSONS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SERVICES OR ANY SERVICES CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. THIS IS TRUE EVEN IF HEALTHRX OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

IN NO EVENT WILL HEALTHRX OR ITS RELATED PERSONS’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE GREATER OF (1) THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES IN THE SIX (6) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (2) $[100].

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages such as in this section. Accordingly, some of these limitations may not apply to you in their entirety. If you are a resident of a U.S. state that permits the exclusion of these warranties and liabilities, then the limitations in this section specifically do apply to you.

Governing Law, Dispute Resolution, and Arbitration

IMPORTANT NOTE: PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND HEALTHRX OR ANY OF ITS RELATED PARTIES TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HEALTHRX OR ANY OF ITS RELATED PERSONS. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND HEALTHRX ANY ITS RELATED PERSONS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

Governing Law. These Terms and your use of the Services shall be governed by the laws of the State of New York, without giving effect to the principles of conflict of laws. Subject to the requirement to arbitrate set forth in this Section 13, exclusive jurisdiction for all disputes that do not require arbitration will be the state and federal courts located in New York, NY, and you consent to the jurisdiction of those courts.

Informal Dispute Resolution. You agree to first attempt to resolve any dispute, claim or controversy (whether involving contract, tort, equitable, statutory, or any other legal theory) with HealthRx or any of its Related Persons arising out of or relating to these Terms or the Services (“Dispute”) informally by contacting [email protected] with a description of the Dispute. If we cannot resolve your Dispute informally within 30 days, you and we each agree to a dispute resolution process requiring individual arbitration as set forth in this section.

AGREEMENT TO ARBITRATE. You agree that any Disputes that you and HealthRx or any of its Related Persons are unable to resolve informally will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at [email protected] or by regular mail to the address set forth in the “Contact Information” section below within thirty (30) days following the date you first accept these Terms, or if you have not registered for an account, then within thirty (30) days following the date you first use our Services. If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you and we are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless you otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in New York, New York. All other claims will be arbitrated.

Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Governing Law; Dispute Resolution; Arbitration” section. (The AAA Rules are available at https://www.adr.org/Rules.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. Unless you agree with us otherwise, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrators Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Changes. Notwithstanding anything to the contrary in these Terms, if we change this “Dispute Resolution” section after the date you accepted these Terms or access our Services, you may reject any such change by sending us written notice (including by email to [email protected] within 30 days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of these Terms or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Dispute Resolution” section as of the date you accepted these Terms, or accessed our Services.

No Class Actions. YOU AND HealthRx AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and HealthRx or an applicable Related Person agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

Severability. All parts of these Terms apply to the maximum extent permitted by law. HealthRx and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

Miscellaneous Terms

Notice. You may provide notice to us by emailing us at [email protected]. Any notice sent by you via email is deemed to be delivered upon confirmation of receipt from us.

No waiver. No waiver by HealthRx of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by HealthRx to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

No agency relationship. Neither these Terms, nor any Services Content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

Remedies. You agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

Assignment. You may not assign any of your rights under these Terms, and any such attempt will be null and void. HealthRx and its affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms if some or all of the business of HealthRx is transferred to another entity by way of merger, sale of its assets, or otherwise.

Notice for California Users. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This release includes the criminal acts of others.

Headings. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.

Entire Agreement. These terms are the entire agreement between you and HealthRx relating to the Services and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with HealthRx.

If you have any questions about these Terms, please contact us at [email protected].