Terms of Service

These Terms of Service ("Terms") are a legal agreement between you, either individually or on behalf of an entity ("you," "your," or "Customer"), and RxMDShop, LLC, a California limited liability company ("RxMDShop," "we," "us," or "our"). These Terms govern your access to and use of the RxMDShop platform, websites (including RxMDShop.com), APIs, mobile and web applications, and related services (collectively, the "Services").

By creating an account, accessing, or using the Services, you agree to be bound by these Terms, our Privacy Policy, Acceptable Use Policy, and any other policies referenced herein, all of which are incorporated by reference. If you do not agree, you may not use the Services.

If you are using the Services on behalf of an entity, you represent that you have authority to bind that entity to these Terms, and "you" refers to that entity.

RxMDShop provides a software-as-a-service platform that enables direct-to-consumer ("DTC") health and wellness brands ("Brands") to operate online stores selling vitamins, supplements, over-the-counter products, and prescription medications dispensed pursuant to a valid prescription. The Services include, without limitation:

• Storefront, checkout, and merchandising tools
• Patient intake form configuration
• Access to RxMDShop's medication catalog
• Connections to independent third-party telehealth provider networks, pharmacies, and labs
• Customer relationship management and patient record viewing tools
• Payment processing integration
• Analytics and reporting

RxMDShop is a technology platform. RxMDShop is not a healthcare provider, pharmacy, prescriber, or insurer. RxMDShop does not practice medicine, dispense medications, fill prescriptions, or provide medical advice. All clinical services, prescribing decisions, and dispensing are performed by independent licensed providers and pharmacies that are solely responsible for their services.

To register for and use the Services, you must:

• Be at least 18 years old and legally able to form a binding contract
• Be a legitimate business operating in compliance with all applicable laws, including state and federal pharmacy, telehealth, drug-marketing, and consumer-protection laws
• Provide accurate, current, and complete registration information, including your full legal name or business name, business address, phone number, valid email, EIN or other tax ID where requested, and any other information we require
• Maintain and promptly update your account information

You are responsible for safeguarding your account credentials and for all activity occurring under your account. Notify us immediately at [SECURITY EMAIL] of any unauthorized access. RxMDShop is not liable for losses caused by your failure to protect your credentials.

We may refuse, suspend, or terminate registration at our sole discretion, including for suspected fraud, regulatory risk, or violation of these Terms.

As a Brand using the Services, you are solely responsible for your business and your relationships with your patients and customers. Without limitation, you are responsible for:

• Legal and regulatory compliance. Compliance with all applicable laws, including the Federal Food, Drug, and Cosmetic Act; the Ryan Haight Online Pharmacy Consumer Protection Act; state telehealth and telemedicine practice acts; state pharmacy laws; the Federal Trade Commission Act; the CAN-SPAM Act and TCPA; HIPAA where applicable; state consumer-health-data and biometric laws; and the Drug Supply Chain Security Act.
• Licensure and credentials. Obtaining and maintaining all licenses, registrations, and permits required to operate your business and to market and sell the products you offer in each state in which you operate.
• Public-facing disclosures. Posting and maintaining accurate contact information, a refund and shipping policy, a privacy policy, a notice of privacy practices (where applicable), informed consent to telehealth, and any other consumer disclosures required by law.
• Product claims and marketing. Ensuring that all advertising, marketing, product descriptions, and health claims are truthful, non-misleading, substantiated, and compliant with FTC and FDA requirements.
• Patient relationships. Establishing the patient relationship, including obtaining informed consent, managing the patient's care experience, and providing customer service.
• Tax. Calculating, collecting, and remitting all sales, use, excise, and other applicable taxes.
• Refunds and disputes. Handling all customer service inquiries, refunds, returns, and chargebacks consistent with your published policies and applicable law.
• Order fulfillment. Coordinating with pharmacies and shipping providers for accurate, timely, and lawful fulfillment.

You acknowledge that RxMDShop does not review, verify, or approve your products, claims, or marketing, and that you bear full responsibility for them.

The Services may facilitate connections between you and independent third-party telehealth providers, prescribers, pharmacies, and laboratories (collectively, "Third-Party Healthcare Providers"). Third-Party Healthcare Providers are not employed by, agents of, or controlled by RxMDShop. They exercise independent professional judgment, and RxMDShop does not interfere with or direct clinical decisions.

RxMDShop makes no representation or warranty regarding the quality, availability, or outcomes of any clinical service or pharmacy fulfillment, and disclaims all liability for the acts or omissions of Third-Party Healthcare Providers to the maximum extent permitted by law.

You are responsible for entering into appropriate agreements with Third-Party Healthcare Providers, including any required Business Associate Agreements, professional services agreements, or pharmacy services agreements.

The Services are not intended to be used to prescribe, market, or dispense controlled substances unless you and your contracted providers and pharmacies are fully compliant with the Ryan Haight Online Pharmacy Consumer Protection Act, the Controlled Substances Act, all DEA registration and reporting requirements, and all applicable state laws. You represent and warrant compliance and agree to indemnify RxMDShop for any claims arising from non-compliance. RxMDShop may, at any time and without notice, prohibit or restrict the use of the Services for controlled substances.

You agree to pay all fees set forth in your applicable order form, online sign-up flow, or other written agreement with RxMDShop. Unless otherwise stated:

• Fees are quoted in U.S. dollars and are exclusive of taxes
• Fees are non-refundable except as expressly stated
• We may change fees on 30 days' prior notice; continued use after the effective date constitutes acceptance
• Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law
• We may suspend the Services for non-payment after notice and a reasonable cure period

Payment processing is provided by third-party processors. Your use of payment services is subject to those processors' terms.

We may provide template intake forms, sample protocols, and a medication catalog as configurable starting points. These templates and catalog entries are provided "as is" for your reference. You are solely responsible for reviewing, modifying, and approving all intake forms, protocols, and product offerings before use, and for ensuring they meet the standard of care and applicable legal requirements. RxMDShop does not warrant that any template or catalog entry is appropriate, complete, or compliant for your use case.

Subject to your compliance with these Terms and payment of applicable fees, RxMDShop grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term to access and use the Services for your internal business purposes.

You retain all rights, title, and interest in and to data and content you or your patients submit to the Services ("Customer Content"), including patient information and Protected Health Information ("PHI"). You grant RxMDShop a worldwide, royalty-free license to host, copy, transmit, display, and process Customer Content solely as necessary to provide and improve the Services, to comply with law, and as otherwise permitted by our Privacy Policy and our Business Associate Agreement.

We may generate aggregated and de-identified data from Customer Content and use it for any lawful purpose, including operating, improving, and benchmarking the Services. De-identification will conform to HIPAA's Safe Harbor or Expert Determination methods where applicable.

You will not, and will not permit any user to:

• Reverse engineer, decompile, or attempt to derive the source code of the Services
• Circumvent technical limitations, including processing orders outside our checkout flows
• Use the Services to build a competing product or to benchmark for a competing product
• Resell or sublicense the Services without our written consent
• Upload malware, conduct security testing without authorization, or interfere with the Services
• Use the Services in violation of applicable law or our Acceptable Use Policy
• Scrape, crawl, or harvest data from the Services other than as expressly permitted

Our collection and use of personal information about you (the Brand and your personnel) is governed by our Privacy Policy.

To the extent you make PHI available to us through the Services, the parties will execute a separate Business Associate Agreement ("BAA"). The BAA governs our handling of PHI and prevails over these Terms with respect to PHI.

The Services may integrate with or link to third-party products and services, including pharmacies, payment processors, shipping carriers, video providers, and analytics. Your use of those services is subject to the third party's terms and privacy policy. RxMDShop is not responsible for third-party products or services.

Each party may disclose confidential information to the other in connection with the Services. The receiving party will protect the disclosing party's confidential information using at least the same care it uses for its own confidential information (and no less than reasonable care), and will use it only to perform under these Terms. Confidential information does not include information that is publicly known, independently developed, or rightfully received from a third party.

We may suspend or terminate your access to the Services immediately, with or without notice, if we believe you have violated these Terms, our Acceptable Use Policy, or applicable law, or if your continued use poses a security, legal, or reputational risk. Either party may terminate for material breach uncured after 30 days' written notice.

Upon termination:

• Your right to access the Services ceases
• Each party's pre-existing rights and obligations survive
• We will, on written request received within 30 days after termination, make Customer Content available for export in a commercially reasonable format; thereafter we may delete Customer Content consistent with our retention schedule and the BAA
• You will pay all fees accrued through the effective date of termination

Sections 4, 5, 6, 9 (last paragraph), 10, 13, 15, 16, 17, 18, and 19 survive termination.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, RXMDSHOP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, RXMDSHOP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT TEMPLATES, INTAKE FORMS, OR CATALOG ENTRIES ARE LEGALLY OR CLINICALLY APPROPRIATE FOR YOUR USE; OR THAT ANY THIRD-PARTY HEALTHCARE PROVIDER WILL DELIVER ANY PARTICULAR OUTCOME.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RXMDSHOP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RXMDSHOP'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO RXMDSHOP IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE THOUSAND DOLLARS (USD $1,000).

The limitations in this section do not apply to your payment obligations, your indemnification obligations, your violation of Section 10 (Restrictions), or your breach of Section 13 (Confidentiality).

You will defend, indemnify, and hold harmless RxMDShop and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Services; (b) Customer Content; (c) your products, services, marketing, or claims; (d) your relationship with patients and customers; (e) your relationship with Third-Party Healthcare Providers; (f) your violation of these Terms or applicable law; or (g) your violation of third-party rights, including intellectual property and privacy rights.

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, before a single arbitrator, in Los Angeles County, California (or such other location as the parties may agree). Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. YOU AND RXMDSHOP AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

Carve-outs. Either party may bring an individual action in small claims court, or seek injunctive or equitable relief in court for misuse or infringement of intellectual property or confidential information.

If the class action waiver is found unenforceable, the entire arbitration agreement is void as to the affected claim and the dispute will be resolved in the state or federal courts located in Los Angeles County, California, to whose jurisdiction the parties consent.

• Entire agreement. These Terms, together with policies incorporated by reference and any order form or BAA, are the entire agreement between the parties on the subject matter and supersede all prior or contemporaneous understandings.
• Modifications. We may update these Terms from time to time. Material changes will be posted with a new effective date or otherwise communicated. Continued use after the effective date constitutes acceptance.
• Assignment. You may not assign these Terms without our prior written consent. We may assign without restriction.
• No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Notices. Notices to RxMDShop must be sent to [LEGAL NOTICE EMAIL] and to our registered agent at [REGISTERED AGENT ADDRESS]. Notices to you may be sent to the email associated with your account.
• Severability and waiver. If any provision is held unenforceable, the remainder remains in effect. Failure to enforce any provision is not a waiver.
• Relationship. The parties are independent contractors. Nothing creates a partnership, agency, or joint venture.

RxMDShop, LLC
[BUSINESS ADDRESS]
Email: [LEGAL EMAIL]