ATTENTION: PLEASE READ THESE TERMS AND CONDITIONS OF USE (THE “AGREEMENT”) CAREFULLY BEFORE USING THIS WEBSITE OR BEFORE ORDERING OR SELLING ANY PRODUCTS THROUGH THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE IMMEDIATELY EXIT THE WEBSITE IMMEDIATELY.

Effective date: January 25, 2019

TERMS AND CONDITIONS OF USE

1. Acceptance.

2. Copyright. The Website is protected by copyright pursuant to U.S. copyright laws, international conventions and other copyright laws. The contents of the Website are only to be used for legal business purposes. All materials contained on the Website are protected by copyright and are owned or controlled by PlentyRX or the applicable Vendor identified on the Website as the provider of the content. You agree to abide by any and all additional copyright notices, information, or restrictions contained in any part of the Website. The copying or storage of any content from the Website is expressly prohibited without prior written permission from PlentyRX or the copyright holding Vendor as identified on the Website.

3. The PlentyRX Website PlentyRx offers an online platform for pharmacies, medical clinics and hospitals located in the United States (the “Buyers”) to purchase a variety of prescription and non-prescription pharmaceutical products (the “Products”) from a selection of pharmaceutical vendors (the “Vendors” or “Suppliers”). Through the Website, Buyers will obtain discounted Vendor pricing and advanced price analytics, personalized customer service and a discounts, We give you free access to our world-class online portal, where you’ll discover advanced price analytics, a certified network of suppliers, and personalized service that helps you meet your goals.

4. Definitions.

5. Vendor Obligations. Each Buyer shall be obligated to: (i) submit an application to become authorized to purchase Products from the Vendors through the Website; (ii) comply with the terms and conditions of this Agreement and agree to be bound by the terms thereof; (iii) pay the Total Invoice Value for all Products purchased from a Vendor in accordance with the terms and conditions agreed upon with the selling Vendor; (iv) comply with all applicable laws in connection with the purchase of the Products;

6. Buyer Obligations. Each Vendor shall be obligated to: (i) comply with the terms and conditions of this Agreement and agree to be bound by the terms thereof; (ii) provide accurate information concerning the Products that are displayed on the Website; (iii) ship Products in accordance with the terms and conditions of any accepted orders submitted by Buyers through the Website; (iv) collect and remit any applicable taxes to government authorities with respect to the sale of any Products to Buyers; and (v) comply with all applicable laws in connection with the marketing and sale of its Products through the Website.

7. Ownership of Intellectual Property. PlentyRX owns the Website and all rights to the Website. PlentyRX owns all right, title, and interest in and to the Website, its network and equipment and all portions thereof. PlentyRX may own certain trademarks, service marks, copyrights and nothing provided by the Website should be understood as granting you a license to use any of the PlentyRX’s trademarks, service marks, copyrighted materials, logos or other intellectual property or any of the intellectual property of the Vendors that may appear on the Website.

8. Designated Agent for DMCA Notices. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material posted on an Internet site infringes their rights under U.S. copyright law. If you believe in good faith that items, information or other materials appearing on the Website infringes your copyright, you (or your agent) may send PlentyRX’s Designated Agent a notice requesting that the item, information or material be removed, or access to it blocked. PlentyRX’s Designated Agent can be contacted at: sales@plentyrx.com. To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)): (a) Physical or electronic signature of a person authorized to act on behalf of the copyright owner; (b) Identification of the copyrighted work claimed to have been infringed; (c) Identification of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit PlentyRX to locate the material; (d) Contact information of the complaining party; (e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agents, or the law; (f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

9. Changes to the Website. PlentyRX may change, suspend or discontinue any aspect of the Website at any time. PlentyRX may also impose limits on certain features and services or restrict access to parts or all of the Website without notice or liability.

10. Representations and Warranties. You represent, warrant and covenant that you will not upload, post, transmit, distribute or otherwise publish through the Website any materials which:

11. No Endorsement. PlentyRX is the not the manufacturer or seller of any of the Products available for purchase through the Website from the Vendors. PlentyRX does not make any endorsement with respect to the effectiveness of any the Products. PlentyRX does not warrant or guarantee the quality, effectiveness, safety or legality of any of the Products. The Vendors are solely responsible for ensuring the accuracy of any marketing materials concerning the Products that appear on the Website. PlentyRX shall not be liable for any Buyer or any other third party for damages that may be incurred in connection with or arising out of the sale or use of the Products. By using the Website, you acknowledge that any purchase of the Products from a Vendor shall be at your sole risk. PlentyRX reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website. PlentyRX shall not have any duty to correct any errors or omissions in any portion of the Website.

12. Links.

13. WARRANTY.

14. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL PLENTRYRX BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THIS SITE, EVEN IF PLENTYRX OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL PLENTY RX’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE THOUSAND DOLLARS ($1000).

15. Florida Law and Jurisdiction. This Agreement and the interpretation of its terms shall be governed and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws rules. When this Agreement permits litigation, the parties consent to the exclusive jurisdiction of the state courts with subject matter jurisdiction that are located in in Hillsborough County, Florida for all state court matters, and the exclusive jurisdiction of the Middle District of Florida for all federal court matters.

16. Indemnity. You hereby agree to indemnify, defend and hold PlentyRX, and all of its officers, directors, owners, members, manages, shareholders, agents, employees, information providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of your breach of this Agreement or the foregoing representations, warranties and covenants including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. PlentyRX reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In any event, you shall not settle any matter without the written consent PlentyRX. The right to indemnity under this paragraph will not be construed to limit or exclude any other claims or remedies that may be asserted by PlentyRX under this Agreement or applicable law.

17. Arbitration. Except with respect to your infringement or threatened infringement of PlentyRX’s intellectual property rights, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its applicable rules and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any arbitration under this Agreement shall be held in Hillsborough County, Florida.

18. Notices.

19. Miscellaneous. This Agreement contains the sole and entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all other prior written or oral agreements between them. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, administrators, successors, and assigns. Nothing contained in this Agreement shall cause the failure of either party to insist upon strict compliance with any covenant, obligation, condition or agreement contained in this Agreement to operate as a waiver of, or estoppel with respect to, any such covenant, obligation, condition or agreement. Waiver by any party of any breach of any provision of this Agreement shall not be considered as nor constitute a continuing waiver or waiver of any other breach of any provision of this Agreement. In the event of arbitration or litigation between the parties to enforce the provisions of or with respect to this Agreement, the prevailing party shall be entitled to reimbursement for attorneys’ fees and costs at trial and on appeal, including attorney’s fees incurred litigating or arbitrating a party’s entitlement to such fees and the amount thereof. Captions contained in this Agreement are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision of this Agreement. In the construction of this Agreement, whether or not so expressed, words used in the singular or in the plural, respectively, include both the plural and the singular and the masculine gender includes the feminine and neuter genders. The parties to this Agreement agree that all of the provisions of this Agreement are to be construed as covenants and agreements as though the words imparting such covenants and agreements were used in each separate provision of this Agreement. It is the intent of the parties that neither this Agreement, nor any covenant in this Agreement, shall be construed against either party pursuant to the common law rule of construction against the drafter. It is the intent of the parties that said rule shall not apply to this Agreement. The parties waive all rights to trial by jury in any action or proceeding instituted in connection with this Agreement. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of this Agreement.