RXPHARMACIST TERMS OF USE

Effective Date: June 20, 2026

Please note that Section 13 of these Terms of Use contain a binding arbitration agreement and class action waiver. By agreeing to these Terms of Use, you and RxPharmacist agree to submit any disputes between us exclusively to individual arbitration and not to sue in court, except in the limited circumstances described below.

Table of Contents

1.       Accepting the Agreement

2.       Definitions

3.       Your Account

4.       Fees and Payment

5.       Content

6.       License Grant, Ownership, and Acceptable Use

7.       Third-Party Services

8.       Indemnification

9.       Warranties

10.   Limitation of Liability

11.   Confidential Information

12.   Cancellation, Termination and Suspension

13.   Arbitration Agreement

14.   General Provisions

1. Accepting this Agreement.

These Terms of Use (“Terms of Use” or “Terms”) and other documents that we reference below make up the requirements to use the Services. Capitalized terms are defined either in Section 2 below, or within the context of the Agreement. The Agreement is a legally binding contract between you and RxPharmacist. Because it is such an important contract between us and our Users, we have tried to make it as clear as possible. Please note that Section 13 contains an arbitration clause and class action waiver, applicable to all Users, and explains how to get out of arbitration. Unless you validly opt out, you agree to resolve any disputes with RxPharmacist exclusively through binding individual arbitration, with only limited exceptions. This means you and RxPharmacist are waiving the right to sue in court, have a trial by jury, or participate in class or representative action. Please read this Section carefully, as it affects your rights.

This contract sets out your rights and responsibilities when you use the RxPharmacist Platform. Please read it carefully. By using the RxPharmacist Platform, you’re agreeing to the Terms. If you do not agree with the Terms, you may not use the RxPharmacist Platform.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE RXPHARMACIST PLATFORM AND APPLIES TO ALL USERS VISITING OR ACCESSING THE RXPHARMACIST PLATFORM. BY ACCESSING OR USING THE RXPHARMACIST PLATFORM IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR ACCESSING THE RXPHARMACIST PLATFORM, YOU REPRESENT THAT YOU: (a) HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (b) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND ARE NOT BARRED FROM USING THE RXPHARMACIST PLATFORM UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (c) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE RXPHARMACIST PLATFORM ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY.

IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE RXPHARMACIST PLATFORM.

2. Definitions.

The following are key terms that will be helpful as you read these Terms. Other key terms may be defined in the context within the Agreement. These are denoted in bold and capital lettering.

“Account” means the account each User creates in order to use the RxPharmacist Platform. It serves as a User’s identity on the RxPharmacist Platform.

“Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in these Terms of Use and all other operating rules, policies (including any supplemental terms) and procedures that we may publish from time to time on the RxPharmacist Platform.

“Confidential Information” means all information disclosed by RxPharmacist or made available to you through the use or access to the RxPharmacist Platform, whether tangible or intangible and in whatever form or medium provided.

“Content” refers to content featured or displayed through the RxPharmacist Platform, including documents, data, text, images, photographs, artwork, graphics, video, messages, tags, and/or content, materials, and other items, including any such content provided in online courses, practice examinations, study guides, lectures, continuing education activities, and other educational outputs accessed through the RxPharmacist Platform.

“Documentation” means the user documentation made available online to Users.

“Laws” means all laws, regulations, conventions, judgments, codes, decrees, decisions, orders, or other binding requirements of any Government Authority having jurisdiction.

“Privacy Policy” means RxPharmacist’s privacy policy found at rxpharmacist.com/privacy-policy as may be updated by RxPharmacist from time to time in its sole discretion.

“Site” means the RxPharmacist website found at rxpharmacist.com.

“Share” (and its derivatives) refers to uploading, sharing, posting, emailing, transmitting, querying, commenting, or otherwise making available or to the RxPharmacist Platform.

“Third-Party Products” means any and all open-source software, applications, data, APIs, or other products or services owned by third parties and licensed to RxPharmacist for use in connection with the Services and subject to contractual, regulatory, and legal obligations, including but not limited to payment processing, hosting, learning management system, email delivery, and analytics services.

“Third-Party Systems” means any and all software, applications, data, APIs, or other products or services owned by third parties and licensed to Customer that is accessed, connected to, or otherwise used in conjunction with the Services.

“Third-Party Terms” means any and all agreements, terms, conditions, policies, other requirements of a third-party provider of a Third-Party Product, each as may be updated from time to time by the applicable third party.

“RxPharmacist,” “we,” “us,” or “our” means RxPharmacist, LLC, a Florida limited liability company.

“RxPharmacist Platform” or “Services” means the Site, applications, and any other website, applications, interfaces, portals, or web service applications enabled or made available by RxPharmacist and any User’s access thereto, including online courses, practice examinations, study guides, lectures, print study materials, and continuing education activities.

“User Content” is Content that is Shared by Users other than you.

“Users” are the individuals, companies, or organizations that have visited or are using the RxPharmacist Platform.

“You” and “your” refers to the User, company, or organization that accepts this Agreement, creates the Account, if applicable, or accesses or uses any part of the RxPharmacist Platform.

“User Performance Information” means information concerning your usage of the RxPharmacist Platform and your progress using our study materials, including practice test scores, course completion data, study activity metrics, and progression through RxPharmacist content.

“Your Content” is Content that you Share.

3. Your Account

a. Creating Your Account. In order to access certain features of the RxPharmacist Platform, you may be required to create an Account. You must be 18 years or older to use the RxPharmacist Platform. You must not create an Account or use the RxPharmacist Platform if you have been previously removed by RxPharmacist, or if you have been previously suspended or removed from the RxPharmacist Platform. You must not create an Account using a false identity or information, or on behalf of someone other than yourself.

b. Registration Data. In registering an Account on the RxPharmacist Platform, you must (a) provide true, accurate, current, and complete information about yourself as prompted (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Registration Data may include your name, email address, and contact information. If you enroll in continuing education activities, you may also be required to provide your NABP e-Profile ID and date of birth. RxPharmacist may suspend or terminate your Account and refuse any and all current or future use of the RxPharmacist Platform (or any portion thereof) if you provide false or inaccurate data.

c. Responsibility for Account. You are solely responsible for any activity on your Account. If you are registering on behalf of an educational institution, you personally guarantee that you have the authority to agree to the Terms on behalf of that institution. If you are an individual (such as a pharmacy student or continuing education participant), these Terms apply to you in your individual capacity.

d. Your Account. You do not own or have any other property interest in your Account. Furthermore, you are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, even individuals in the same business or entity, and you must tell us immediately of any unauthorized use of your password or any other breach of security. You may not have more than one Account at any given time. RxPharmacist reserves the right to remove or reclaim any usernames at any time and for any reason, including claims by a third party that a username violates the third party’s rights.

e. Communications with RxPharmacist. Except as may be set forth in any supplemental terms, RxPharmacist only offers support via email (through help@rxpharmacist.com). Please review Section 14 (General Provisions) for how to contact RxPharmacist for legal notices.

f. Privacy and Security. The Services can involve the submission, collection and/or use of personal information. We and any applicable third party may collect, access and use such information relating to Users. Personal information collected by us in connection with the Services will be maintained in accordance with our posted Privacy Policy. We endeavor to maintain reasonable administrative, technical and physical safeguards designed to protect our Services against accidental, unlawful or unauthorized destruction, loss, alteration, access, disclosure or use, although we cannot and do not guarantee the security of any information. If we detect potentially suspicious activity associated with your Account (e.g., a potential cyberattack or compromise), we may disable access to them as deemed appropriate in our reasonable discretion. In the event we do so, we will endeavor to promptly notify you about the issue and potential steps towards resolution.

g. Privacy and Consent to Share Certain Information. The RxPharmacist Privacy Policy is hereby incorporated into these Terms by reference. When you access content on the RxPharmacist Platform, we collect information, including, but not limited to, information about the practice tests completed, progression through RxPharmacist material, and lectures you have watched. User Performance Information may be disclosed to educational institutions at your direction for score reporting and coursework purposes. Information shared with product development partners is de-identified or aggregate only and recipients are contractually prohibited from attempting to re-identify such information.

h. FERPA. To the extent an educational institution (e.g., your pharmacy school) receives and maintains User Performance Information, that information may become an educational record under the Family Educational Rights and Privacy Act (“FERPA”), 20 USC § 1232g, in the hands of that institution. RxPharmacist is not itself a FERPA-regulated entity; FERPA applies to educational agencies and institutions that receive federal funding. If you are a student at such an institution, you may have certain rights of access and confidentiality to those educational records as maintained by your institution. By accessing and using RxPharmacist Services, you consent to allow the exchange of User Performance Information between RxPharmacist and your educational institution at your direction.

i. Continuing Education and ACPE Data Transmission. If you participate in an ACPE-accredited continuing education activity offered through the RxPharmacist Platform, you acknowledge and consent to the following: (a) RxPharmacist will collect your NABP e-Profile ID and date of birth as required by ACPE and CPE Monitor for the purpose of reporting your CE credit; (b) within sixty (60) days of your completion of an accredited CE activity, RxPharmacist will transmit your NABP e-Profile ID, date of birth, and CE credit data to the Accreditation Council for Pharmacy Education (“ACPE”) and the National Association of Boards of Pharmacy (“NABP”) via CPE Monitor for the purpose of logging your continuing education credit; and (c) RxPharmacist will retain CE activity and participant records for a minimum of six (6) years as required by ACPE accreditation standards. This data transmission is not a sale or sharing of personal data; it is a regulatory transmission at your direction for the purpose for which you registered.

4. Fees and Payment

a. Paid Services. Certain Services we provide may be subject to payment of particular fees (“Fees”), as determined by RxPharmacist at its sole discretion and as posted on our website (“Paid Services”). We have the sole discretion as to the means, manner, and method for performing the Services. We have the right to offer the Services through different price plans and impose different restrictions for the use of the Services in each price plan, including without limitation, access to specific courses, study materials, practice examinations, and continuing education activities.

i. RxPharmacist will notify you of applicable Fees for your use of the Services, and you must pay RxPharmacist for the Paid Services you select on the payment schedule specified by RxPharmacist.

ii. RxPharmacist reserves the right to change its Fees at any time in its sole discretion. RxPharmacist will send notice regarding the change to you if such a change will affect your existing subscriptions.

iii. If you receive a free trial, discount or other promotional offer from us, RxPharmacist shall have the right at the end of the applicable free/discounted period to automatically and without notice renew your subscription to such Paid Services at the then-current applicable Fees.

iv. You agree to provide current, complete, and accurate payment information for all purchases, so that we can complete your transactions and contact you as needed. No purchases are permitted for resale or transfer to another person or organization without our express authorization. All payment processing is handled by our third-party payment processor. RxPharmacist does not directly collect or store your payment card information. All payments must be in U.S. dollars unless otherwise specified.

v. All Fees are in U.S. Dollars and payable in U.S. Dollars to RxPharmacist, except as specifically stated otherwise in writing by RxPharmacist. All Fees are exclusive of applicable taxes including value-added tax, sales tax, goods and service tax, and other levies or duties imposed by taxing authorities, and you shall be responsible for payment of all applicable taxes relating to your use of the Services, or to any payments or purchases made by you. If RxPharmacist is obligated to collect or pay taxes for the Fees payable by you, and whether or not such taxes were added and collected from you for previous transactions, such taxes may be added to the payment of any outstanding Fees and will be reflected in the statement for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of Paid Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees, or fees due to banks or credit card companies). RxPharmacist is not responsible for any such additional fees or costs.

vi. If you purchase Paid Services directly from RxPharmacist, then as part of registering or submitting information to receive Paid Services, you also authorize RxPharmacist (either directly or through its affiliates, service providers, or other third parties) to request and collect payment and service fees, and otherwise charge, refund or take any other appropriate billing actions, through our payment provider or your designated bank account, and to make any inquiries RxPharmacist may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).

vii. ALL PURCHASES THROUGH OUR SERVICES ARE FINAL AND NON-REFUNDABLE. AT THIS TIME, WE ARE NOT ABLE TO OFFER REFUNDS ON ANY OF OUR PRODUCTS AND SERVICES. All online course access is for 90-days only, after 90-days you will no longer have access to your course.

viii. Shipping. If you purchase print study guides or other physical materials, please note it can take up to eighteen (18) business days to ship out a print guide. We highly recommend ordering the online course content for immediate access. Shipping times are estimates only and RxPharmacist shall not be liable for delays in delivery caused by third-party carriers or other circumstances beyond our reasonable control.

b. Invoices. RxPharmacist will issue a billing statement for any payment of Fees or refund made to or by RxPharmacist (“Statement”). Statements will be issued in electronic form and made available to you via your Account and/or by email. For the purpose of issuing a Statement, you may be required to furnish certain personal information (as such term is defined in the Privacy Policy) in order for us to comply with local laws.

c. Subscription and Auto-Renewals.

i. In order to ensure that you do not experience any interruption or loss of services, certain Paid Services are provided on a subscription basis (“Subscription”) and include an automatic renewal option by default, according to which, unless you turn off the auto-renewal option, such Paid Services will automatically renew upon the end of the applicable Subscription period, for a renewal period equal in time to the original Subscription period (excluding extended periods) and, unless otherwise notified to you, at the same price (subject to applicable taxes changes and excluding any discount or other promotional offer provided for the first period). Before completing your purchase, you will be clearly presented with all material terms of the Subscription, including the recurring nature of the charges, frequency, amount, cancellation process, and renewal terms, and you must affirmatively consent to these terms (e.g., by checking an unchecked box or taking other clear action).

ii. Accordingly, where applicable and as for Fees paid directly to RxPharmacist, RxPharmacist will attempt to automatically charge you the applicable Fees using the payment method in your Account, within up to two (2) weeks before such renewal period commences. In the event of failure to collect the Fees owed by you, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel your Account, without further notice.

iii. By entering into these Terms and by purchasing a Subscription, you acknowledge and agree that the Subscription shall automatically renew in accordance with the above terms.

iv. Notwithstanding anything to the contrary in the foregoing, you are, and shall be, solely responsible to verify and ensure the successful renewal of the RxPharmacist Services you use (whether or not such Services are subject to automatic Subscription renewals). Accordingly, you shall be solely responsible with respect to any discontinuation of any Services previously purchased by you, including due to a cancellation, failure to charge the applicable recurring Fees, or due to any RxPharmacist Services not being subject to automatic Subscription renewals. Cancellation options will be made available in a manner that is as simple and accessible as the method used to sign up. For example, if you signed up online, you will be able to cancel your Subscription through your Account settings or another similarly accessible online feature. Additional cancellation methods (e.g., email) may be provided depending on the original sign-up channel. You acknowledge and agree that you shall not have any claims against RxPharmacist in relation to the discontinuation of any Services, for whatever reason.

d. Chargebacks.

i. If at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees due to RxPharmacist for your Account (a “Chargeback”), it will be considered as a breach of your payment obligations, and your use of the Services may be automatically disabled or terminated. In the event a Chargeback is performed, your Account may be blocked without the option to re-purchase or re-use it, and any data contained in such Account may be subject to cancellation.

ii. Your use of the Services will not resume until you re-subscribe for any such Services, and pay any applicable Fees in full, including any fees and expenses incurred by RxPharmacist for each Chargeback received (including Fees for RxPharmacist Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).

iii. If you have any questions or concerns regarding a payment made by you to RxPharmacist, we encourage you to first contact us as provided below before filing a Chargeback or reversal of payment, in order to prevent the Services from being canceled and your Account being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the RxPharmacist Services purchased (and charged back) by you.

iv. We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the user is responsible for such Chargeback and did, in fact, authorize the transaction and received or made use of the services rendered thereafter.

e. Cancellation. You may discontinue to use and request to cancel your Account and/or any RxPharmacist Services at any time, in accordance with the instructions available through the Services. If you signed up through our website, you will be able to cancel through an online cancellation mechanism that is at least as simple as the sign-up process. This may include a “Cancel Subscription” button in your Account settings or an equally accessible online form. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Services, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services’ period, provided however, that Subscriptions will be discontinued only upon the expiration of the respective period for which you have already made, or are required to make, any payment. Please note that the cancellation process may take a few days; in order to avoid the next automatic renewal and respective charge, we recommend initiating cancellation in advance.

Failure to comply with any of our Terms and failure to pay any due Fees shall entitle RxPharmacist, among other things, to suspend (until full payment is made) or cancel your Account (or certain features thereof), as well as the provision of any related RxPharmacist Services (e.g., Paid Services) or third party services to you.

THE TERMS AND CONDITIONS IN THIS SECTION 4 ARE ONLY AS BROAD AS PERMITTED BY LAW AND DO NOT AFFECT ANY STATUTORY RIGHTS YOU MAY HAVE.

5. Content

a. Your Content. You may not Share any of Your Content unless you have the necessary rights as contemplated in the Agreement. When you Share any of Your Content, you represent that you own or have sufficient rights to Share Your Content in connection with the RxPharmacist Platform, including to grant the license set forth in Section 6(b) (Your Grant of License). This includes any documents, study notes, discussion posts, or other files you upload to the platform. RxPharmacist has the right in its sole discretion to remove or block any of Your Content at any time where (a) Your Content violates applicable laws, regulations, orders, or is in violation of the Agreement, including the acceptable use policy; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the RxPharmacist Platform or any third party; or (c) in order to respond to requests from law enforcement or any other governmental authority.

b. Inappropriate Content. You are entirely responsible for all of Your Content that you Share. You must not share any of Your Content on or through the RxPharmacist Platform, that: (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (b) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (c) contains any viruses, worms or other malicious computer programming codes that may damage the RxPharmacist Platform; (d) contains any personal information, such as financial, medical or other sensitive personal information, such as government IDs, passport numbers or social security numbers, that you do not have the right to share; or (e) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes.

c. Data Backup. RxPharmacist is not responsible and will not have any liability for (a) any such loss or the accuracy of any Content; (b) the failure to store, transmit, or receive transmission of any Content; or (c) the security, privacy, storage, or transmission of other communications originating with or involving use of the RxPharmacist Platform. RxPharmacist is not responsible for the backup of Your Content. You acknowledge that data conversion, processing and manipulation are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage. You should adopt reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data.

6. License Grant, Ownership, and Acceptable Use

a. RxPharmacist Grant of License. Subject to your compliance with the Agreement, RxPharmacist grants to you a limited, royalty-free, non-exclusive, non-transferable license to (a) use and access the RxPharmacist Platform, for your personal study and educational use only. This license does not include any right to resell or collect and use of any derivative of the RxPharmacist Platform, Your Content, or User Content; any downloading or copying of Account information for the benefit of a third party; or any use of data mining, robots, or similar data gathering and extraction tools. The videos, practice examinations, study guides, and question banks are available for viewing and personal study purposes only. The Information and materials contained on the RxPharmacist Platform may not be transferred to, shared with or disseminated with anyone for any purpose, including for personal profit, to facilitate unfair competition with the RxPharmacist Platform, or for any purpose that is inappropriate or unlawful under applicable United States law or otherwise in violation of these Terms. Except as expressly permitted herein, the RxPharmacist Platform and/or any portion of the RxPharmacist Platform may not be reproduced, sold, resold, visited or otherwise exploited for any purpose without RxPharmacist’s express written consent. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you. Some features may not be available on all devices. Further, the RxPharmacist name, logo, and trademarks, stylizations, graphics, service marks and trade names used on or with the RxPharmacist Platform (“RxPharmacist Marks”) are the trademarks of RxPharmacist and may not be used without permission. Other trademarks, service marks and trade names that may appear on or in the RxPharmacist Platform are the property of their respective owners. You may not use RxPharmacist’s name or any language, pictures or symbols that could, in RxPharmacist’s judgment, imply RxPharmacist’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

b. Your Grant of License. You hereby grant to RxPharmacist a worldwide, non-exclusive, royalty-free, transferable, sublicensable, irrevocable, perpetual right (including any moral rights) and license to use, reproduce, perform, display, distribute, store, adapt, translate, modify, process, and create derivative works of all of Your Content, in whole or in part, and in combination with User Content and other data or materials for the purposes of (a) providing and operating the RxPharmacist Platform, performing support, and performing additional RxPharmacist Platform functions; and (b) to improve the RxPharmacist Platform. You also grant RxPharmacist the right to use your name for internal purposes, including but not limited to presentations, case studies, and customer lists. Notwithstanding the foregoing, RxPharmacist acknowledges that certain Users, including educational institutions, may require separate written agreements with specific restrictions, and RxPharmacist will honor such restrictions where applicable.

c. Feedback. You hereby grant RxPharmacist a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate into the RxPharmacist Platform, without restriction, any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to any of the RxPharmacist Platform (“Feedback”). RxPharmacist will not publicly identify you as the source of such Feedback without your permission.

d. Usage Data. As between RxPharmacist and you, all data analytics, technical logs, learnings, and data generated from your use of the RxPharmacist Platform (“Usage Data”) is the sole and exclusive property of RxPharmacist. RxPharmacist will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify you; and (b) aggregated with data across other Users.

e. Ownership. Except for the limited license granted to RxPharmacist under Section 6(b) (Your Grant of License), you solely own and retain all rights, title and interest in Your Content. Except for the limited license granted to you pursuant to Section 6(a) (RxPharmacist Grant of License), RxPharmacist solely owns and retains all right, title and interest in and to the RxPharmacist Platform, Usage Data, Feedback, and RxPharmacist Marks, including all of the software comprising any portion thereof, all question banks, lectures, study materials, practice examinations, and all related services, specifications, Documentation, technical information, corrections, modifications, derivatives, additions, improvements and enhancements to and all intellectual property rights in the foregoing. All techniques, know-how, software, algorithms and methods or rights thereto owned by RxPharmacist at the time this Agreement is executed, developed during the course of the design, development, and provision of the RxPharmacist Platform, or which are employed by RxPharmacist in connection with the RxPharmacist Platform, shall be and remain the property of RxPharmacist.

f. Compliance with Laws and Regulations. You are responsible for complying with all applicable Laws, rules, and regulations in all your actions related to your use of the RxPharmacist Platform, regardless of the purpose of the use.

g. Monitoring. RxPharmacist may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the RxPharmacist Platform and/or Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the Sharing of Your Content in any form.

h. Use Restrictions. RxPharmacist grants no rights other than explicitly granted in this Agreement and User shall not exceed the scope of its license. These restrictions apply to all use of the Services, whether by User or any activity under its Account or credentials. For the avoidance of doubt, User shall not (or permit any third party to):

i. violate or attempt to bypass any usage restrictions on specific features or settings, such as limits on access frequency, storage capacity, number of users, or other system resources;

ii. reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, analyze the internal operations or structure of the Services, or otherwise attempt to discover, access, derive, or reconstruct any source code, underlying components of the Services, algorithms, proprietary techniques, and/or systems of any Service (except to the extent these restrictions are contrary to applicable Law);

iii. coordinate malicious activities across multiple accounts; use automation to create accounts or engage in spam behavior; or engage in automated scraping, downloading, or systematic copying of question banks, practice examinations, study materials, or other proprietary educational content;

iv. modify, copy, reproduce, or create derivative works based on any Service, support, professional services, or Documentation;

v. remove, modify, or obscure any terms, confidential branding, proprietary notices, copyright notices, branding or identifying disclaimers from any Service, support, professional services, or Documentation;

vi. access or use any Service, support, or Documentation, or analyze the performance, capabilities, functionality, or output of any Service, support, or professional services to create any competing product or service or to benchmark against a competing product or service, or to reconstruct RxPharmacist’s proprietary methods, processes, or trade secrets;

vii. engage in or use any data mining, crawling, readers, bots, scraping, systematic querying, or similar data collection or extraction methods that result in a load on the Service inconsistent with normal human usage behavior or that could be used to derive RxPharmacist’s confidential information or trade secrets;

viii. access or use the Services by any means other than through the interfaces that are provided by RxPharmacist or do any “mirroring” or “framing” of any part of the Services, or create Internet links to the Services that include log-in information, customer names, passwords, and/or secure cookies;

ix. use any method to extract, harvest, collect, or store data from the Services or support other than as permitted through the Services; or buy, sell, or transfer API keys except as may be otherwise permitted as set forth in this Agreement;

x. share, rent, or allow concurrent use of access credentials; use or attempt to use stolen, hacked, purchased, borrowed, or otherwise improperly obtained credentials; access the system through any automated or programmatic method not explicitly authorized; impersonate another user; or permit use of any Services, support, or Documentation, by any unauthorized individual, entity, device, or system. Each Account is licensed for the individual User’s personal use only and may not be shared with classmates, colleagues, or any other person;

xi. use any Services in violation of any applicable Law;

xii. use any Services in a manner that knowingly infringes, misappropriates, or otherwise violates any third party’s rights, including through unauthorized surveillance or profiling;

xiii. use any Services for any unlawful, prohibited, defamatory, fraudulent, deceptive, unethical, inappropriate, offensive, violent, pornographic, obscene, abusive or harmful purpose or activities;

xiv. attempt to probe, scan, or test the vulnerability of the Services, breach the security or authentication measures of the Services or support without proper authorization, or intentionally make any part of the Services unavailable to any individual, entity, device, or system;

xv. introduce into any Services or Documentation, or use the Services to upload any data that results in the distribution or execution of, any malicious code, including viruses, worms, Trojan horses, time bombs, spyware, adware, or other harmful technologies;

xvi. use the Services in any manner that disrupts or compromises the integrity or security of the Service or related systems;

xvii. transfer, lease, lend, provide, display, publish, license, sublicense, sell, assign, or otherwise make any Services, or use the Services, whether as a service bureau or otherwise, to provide services to, any individual, entity, device, or system except as expressly permitted in this Agreement;

xviii. collect, record, store, analyze, or disclose confidential information related to the operation of the Services, including question bank content, answer keys, scoring methodologies, or other proprietary elements that could reveal RxPharmacist’s trade secrets; or

xix. use the Services in violation of RxPharmacist’s policies or that may harm RxPharmacist’s name or reputation or that of any of RxPharmacist’s affiliates or partners.

All rights not expressly granted by RxPharmacist are reserved by RxPharmacist, and User acknowledges that all intellectual property rights, trade secrets, and confidential information related to the Services remain the exclusive property of RxPharmacist.

7. Third-Party Services

a. Third-Party Websites, Applications, and Ads. The RxPharmacist Platform may use and/or contain links to third-party websites, mobile apps, software, products, services, and advertisements for third parties, including connections with and to the payment processor (collectively, the “Third-Party Services”). RxPharmacist has no control over these Third-Party Services or their content and does not assume responsibility or liability for any content, opinions, or material available on them. Third-Party Services may include websites operated by third parties that RxPharmacist engages to provide certain services to you on RxPharmacist’s behalf. The RxPharmacist Platform may also contain data or other materials that are made available by third parties, or content that is based on such third-party data or other materials.

b. Disclaimer. RxPharmacist does not own the Third-Party Services or the Content, opinions, and materials contained therein. RxPharmacist expressly disclaims, and does not assume, any responsibility or liability for any Third-Party Services, or any Content, opinions, or material available on Third-Party Services, or such Third-Party Services’ privacy practices with respect to information that you provide via the Third-Party Services. RxPharmacist does not endorse the content of any Third-Party Services or represent or warrant that a Third-Party Service is or will be free of computer viruses or other harmful code that can impact your computer or other web-access device. We encourage you to review any Third-Party Service’s terms of use and privacy policy as those apply to your use of the Third-Party Service and any information that they collect.

8. Indemnification

a. Indemnification. User must indemnify and hold harmless RxPharmacist, its affiliates, subsidiaries, shareholders, officers, directors, employees, licensors, contractors, agents and representatives (each, a “RxPharmacist Party” and collectively, the “RxPharmacist Parties”) against any and all losses, liabilities, damages, penalties, liens, fees (including reasonable attorneys’ fees, disbursements and costs of investigation), costs and expenses (collectively “Losses”) suffered, incurred or sustained by any RxPharmacist Parties or to which any RxPharmacist Parties become subject, resulting from or arising out of or relating to any third party claims arising out of: (a) Your Content; (b) your use of, or inability to use, the RxPharmacist Platform; (c) your violation of any term of this Agreement; (d) your violation of any rights of another party, including the infringement, violation or misappropriation of any intellectual property rights or proprietary rights of a third party; (e) your violation of any applicable laws, rules or regulations; and (f) your willful, grossly negligent, tortious or criminal acts or omissions.

b. Defense. RxPharmacist reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RxPharmacist in asserting any available defenses. The applicable RxPharmacist Party will provide you with written notice of any claim for which it seeks indemnification under this Section 8.

9. Warranties

a. Your Representations and Warranties. You represent and warrant to RxPharmacist that (a) your Content does not infringe, violate, or misappropriate the intellectual property rights or proprietary rights of any third party; (b) you have obtained all necessary rights and consents to provide Your Content under this Agreement; (c) you hold all applicable licenses and qualifications required by applicable law and will otherwise comply with all applicable law, rules, and regulations; (d) you will comply with all applicable law, rules, and regulations; and (e) you satisfy and will continue to satisfy all eligibility requirements to use the RxPharmacist Platform, as such requirements may be revised or updated.

b. Disclaimer.

i. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES (INCLUDING THE RXPHARMACIST PLATFORM) AND DOCUMENTATION ARE MADE AVAILABLE BY RXPHARMACIST TO USER “AS IS” AND WITH ALL FAULTS, ERRORS, BUGS AND DEFECTS. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, RXPHARMACIST MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONDITION, CHARACTER, NATURE, CAPABILITY, PERFORMANCE, SECURITY, AVAILABILITY, SUITABILITY, TITLE, SOURCE OR ANY OTHER CHARACTERISTIC OF THE SERVICES OR ANY PORTION THEREOF. RXPHARMACIST HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES (INCLUDING THE RXPHARMACIST PLATFORM) AND DOCUMENTATION, AND THIS AGREEMENT, INCLUDING: (i) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; (ii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; OR (iii) ANY WARRANTY THAT THE SERVICE WILL BE SECURE OR ERROR-FREE, WILL MEET USER’S REQUIREMENTS, WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY OR SECURE, OR OPERATE WITHOUT ERROR. THIS DISCLAIMER EXPRESSLY APPLIES TO ANY THIRD-PARTY PRODUCTS AND THIRD-PARTY SYSTEMS, WHETHER DEVELOPED BY RXPHARMACIST OR PROVIDED THROUGH THIRD-PARTY INTEGRATIONS.

ii. RXPHARMACIST DOES NOT REPRESENT OR WARRANT THAT (i) ANY THIRD-PARTY PRODUCTS DO NOT INCORPORATE OR REFLECT THIRD-PARTY CONTENT OR MATERIALS OR (ii) ANY THIRD-PARTY PRODUCTS WILL NOT INFRINGE OR MISAPPROPRIATE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. USER ACKNOWLEDGES AND AGREES THAT ANY RELIANCE ON THE SERVICES (INCLUDING THE RXPHARMACIST PLATFORM) IS AT USER’S SOLE RISK. RXPHARMACIST SHALL HAVE NO LIABILITY ARISING FROM ANY DECISIONS MADE, ACTIONS TAKEN, OR FAILURES TO ACT BASED ON THE SERVICES OR ANY THIRD-PARTY SYSTEM, OR THIRD-PARTY PRODUCT. ANY USER CONTENT ACCESSED THROUGH THE SERVICES IS ACCESSED AT USER’S OWN RISK, AND USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH USER CONTENT.

iii. RXPHARMACIST PROVIDES EDUCATIONAL CONTENT, PRACTICE EXAMINATIONS, STUDY MATERIALS, AND RELATED DATA FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. RXPHARMACIST DOES NOT GUARANTEE THAT USE OF THE SERVICES WILL RESULT IN PASSING ANY LICENSURE EXAMINATION, ACHIEVING ANY PARTICULAR SCORE, OR OBTAINING ANY PROFESSIONAL CREDENTIAL. YOU ACKNOWLEDGE AND AGREE THAT ANY DECISIONS, ACTIONS, OR OMISSIONS YOU MAKE BASED ON SUCH CONTENT ARE ENTIRELY AT YOUR OWN RISK. RXPHARMACIST MAKES NO GUARANTEES REGARDING THE ACCURACY, COMPLETENESS, OR APPLICABILITY OF ANY CONTENT TO YOUR SPECIFIC SITUATION, EDUCATIONAL NEEDS, OR PROFESSIONAL OBLIGATIONS, AND SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR CONSEQUENCE RESULTING FROM RELIANCE ON SUCH CONTENT.

10. Limitation of Liability

a. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RXPHARMACIST BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEY’S FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE GREATER OF (a) THE AMOUNT OF PAYMENTS MADE BY YOU TO RXPHARMACIST DIRECTLY FOR YOUR USE OF THE RXPHARMACIST PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS SET FORTH IN THIS SECTION 10 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO YOUR OBLIGATION TO PAY FOR FEES DUE UNDER THIS AGREEMENT, IF ANY, OR ANY OTHER AGREEMENT BETWEEN YOU AND RXPHARMACIST.

b. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RXPHARMACIST BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, ATTORNEYS’ FEES AND COSTS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.

c. No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND OTHER THIRD PARTIES ON OR THROUGH THE RXPHARMACIST PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE RXPHARMACIST PARTIES ARE NOT LIABLE FOR THE CONDUCT OF OTHER USERS OR OTHER THIRD PARTIES, INCLUDING OPERATORS OF THIRD-PARTY SERVICES. YOU UNDERSTAND THAT RXPHARMACIST DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF OTHER USERS OR THIRD PARTIES. RXPHARMACIST MAKES NO WARRANTY THAT THE RXPHARMACIST PLATFORM OR PRODUCTS PROVIDED BY OTHER USERS AND THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. RXPHARMACIST MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE RXPHARMACIST PLATFORM.

11. Confidential Information

a. Non-Disclosure. RxPharmacist may disclose or make available Confidential Information to you whether or not pursuant to this Agreement or through the RxPharmacist Platform. You must: (a) hold in confidence and safeguard the Confidential Information of RxPharmacist from unauthorized use, access, disclosure or processing using no less than a commercially reasonable degree of care at least as strict as the level of care used by you to protect its own confidential information; (b) not use or exploit the Confidential Information in any way except for the purposes of using the RxPharmacist Platform; and (c) not disclose or make available such Confidential Information (in whole or in part) to any person or entity. You are responsible for any and all breaches of the Agreement caused by third parties who gain access to Confidential Information through you. You must promptly report to RxPharmacist any actual or suspected violation of the Agreement and take all reasonable further steps to prevent, control or remedy any such violation.

b. Exclusions. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of your breach of the Agreement; (b) is obtained by you on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) you establish, by documentary evidence was or is independently developed by you without using any Confidential Information of RxPharmacist.

12. Cancellation, Termination, and Suspension

a. Your Termination. You may cancel your Account at any time by following the termination steps set forth in your Account settings or by emailing us at help@rxpharmacist.com. Cancellation of your Account automatically terminates this Agreement.

b. Suspension by RxPharmacist. In addition to the rights set out elsewhere in this Agreement, RxPharmacist may suspend or terminate your access to your Account or any of the RxPharmacist Platform, with or without notice, in the event that (a) you provide any information that is untrue, inaccurate, incomplete or not current, or RxPharmacist believes, in its sole discretion, that any information you provide is untrue, inaccurate, incomplete or not current; (b) you breach the terms of this Agreement; (c) RxPharmacist reasonably believes such action is necessary to protect the security or integrity of any of the RxPharmacist Platform or any data therein; or (d) your use of or access to the RxPharmacist Platform risks harm to the RxPharmacist Platform, other Users, or others or violation of law.

c. Modification, Suspension or Discontinuance of RxPharmacist Platform. We reserve the right to change, suspend, or discontinue any of the RxPharmacist Platform for you, any or all Users, at any time, for any reason, including those laid out in our policies under the Agreement. We will not be liable to you for the effect that any changes to the RxPharmacist Platform may have on you.

d. Termination by RxPharmacist. RxPharmacist may terminate this Agreement at any time, without cause.

e. Effect of Termination. Upon cancellation of your Account or other termination of the Agreement, your right to use the RxPharmacist Platform will automatically terminate and RxPharmacist may delete Your Content associated therewith, subject to any applicable data retention obligations described in these Terms or the Privacy Policy. If we suspend your Account or access to the RxPharmacist Platform, we may also bar your further use or access to the RxPharmacist Platform. Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

f. Data Retention. RxPharmacist retains User Performance Information for a period of three (3) years following your last login or course expiration, after which data is deleted or de-identified. If you participate in ACPE-accredited continuing education activities, CE activity and participant records will be retained for a minimum of six (6) years as required by ACPE accreditation standards. For additional information about our data practices, please see our Privacy Policy.

g. Survival. All provisions of this Agreement that by their nature should survive termination will survive termination including: license rights, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

13. Arbitration Agreement

a. Applicability of Arbitration Agreement. Subject to the terms of this Agreement, you and RxPharmacist agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the RxPharmacist Platform, any communications you receive, any data provided through the RxPharmacist Platform or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (a) you and RxPharmacist may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or RxPharmacist may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

b. Informal Dispute Resolution.

i. There might be instances when a Dispute arises between you and RxPharmacist. If that occurs, RxPharmacist is committed to working with you to reach a reasonable resolution. You and RxPharmacist agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and RxPharmacist therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

ii. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to RxPharmacist that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to help@rxpharmacist.com or regular mail at PO Box 6298, Tallahassee, Florida 32314. The Notice must include: (i) your name, telephone number, mailing address, e-mail address associated with your Account (if you have one); (ii) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (iii) a description of your Dispute.

iii. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

c. Waiver of Jury Trial. YOU AND RXPHARMACIST HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and RxPharmacist are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13(a) (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

d. Waiver of Class and Other Non-Individualized Relief. YOU AND RXPHARMACIST AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 13(m) (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

e. Injunctive Relief. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 13(m) (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and RxPharmacist agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Florida. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or RxPharmacist from participating in a class-wide settlement of claims.

f. Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and RxPharmacist agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement.

g. Request. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (a) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

h. Fees. Each party’s obligation to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

i. Confidentiality. You and RxPharmacist agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

j. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 13(m) (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

k. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to Section 13(d) (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 13(d) (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 13(d) (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (b) except as expressly contemplated in Section 13(m) (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (c) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (d) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 13(m) (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

l. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or RxPharmacist need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

m. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and RxPharmacist agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against RxPharmacist by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (a) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (b) appoint one arbitrator for each batch; and (c) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by RxPharmacist. You and RxPharmacist agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

n. 30-Day Right to Opt-Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: PO Box 6298, Tallahassee, Florida 32314 or help@rxpharmacist.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

o. Invalidity, Expiration. Except as provided in Section 13(d) (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with RxPharmacist as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

p. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if RxPharmacist makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to PO Box 6298, Tallahassee, Florida 32314, your continued use of the RxPharmacist Platform, following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the RxPharmacist Platform, any communications you receive, any products sold or distributed through the RxPharmacist Platform or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. RxPharmacist will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

14. General Provisions

a. Electronic Communications. The communications between you and RxPharmacist may take place via electronic means, whether you visit the RxPharmacist Platform or send RxPharmacist emails, or whether RxPharmacist posts notices on the RxPharmacist Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from RxPharmacist in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that RxPharmacist electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

b. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without RxPharmacist’s prior written consent. RxPharmacist may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

c. Force Majeure. RxPharmacist will not be liable for any delay or failure to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of the affected party, including acts of God, flood, fire, loss of electricity or other utilities, epidemic, pandemic, act of a public enemy or terrorist, act of any military, civil, regulatory or governmental authority, change in law or regulation, labor problem or unavailability of supplies and any other cause, whether similar or dissimilar to any of the foregoing that could not have been prevented by RxPharmacist with reasonable care (“Force Majeure Event”). A Force Majeure Event does not excuse User’s payment obligations under this Agreement.

d. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to RxPharmacist, please contact us at: help@rxpharmacist.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

e. Agreement Updates. When changes are made, RxPharmacist will make a new copy of the Agreement available on the RxPharmacist Platform, and we will also update the “Effective Date” at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send a notification via email of the updates to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for Users without an Account and thirty (30) days after posting for Users with an Account. RxPharmacist may require you to provide consent to the updated Agreement in a specified manner before further use of the RxPharmacist Platform is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU MUST STOP USING THE RXPHARMACIST PLATFORM.

f. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and RxPharmacist agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Volusia County, Florida.

g. Governing Law and Jurisdiction. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF FLORIDA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

h. Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

i. Notice. Where RxPharmacist requires that you provide an email address, you are responsible for providing RxPharmacist with a valid and current email address. In the event that the email address you provide to RxPharmacist is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, RxPharmacist’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to RxPharmacist at the following address PO Box 6298, Tallahassee, FL 32314. Such notice shall be deemed given when received by RxPharmacist by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

j. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

k. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

l. Section Headings and Summaries. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

m. Export Control. You may not use, export, import, or transfer the RxPharmacist Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the RxPharmacist Platform, and any other applicable laws. In particular, but without limitation, the RxPharmacist Platform may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the RxPharmacist Platform, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the RxPharmacist Platform for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by RxPharmacist are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer RxPharmacist products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

n. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.