Exhibit A

to Epharmix, Inc.’s End User License Agreement

Terms and Conditions

These Terms and Conditions (“Terms and Conditions Agreement”) are incorporated herein by reference to Epharmix, Inc.’s (“Epharmix”) End User License Agreement, which together with said document and Exhibit B thereto (Privacy Policy), comprise the entire agreement among the parties hereto (collectively, the “EUL Agreement”), and govern Licensee’s (sometimes referred to herein as “you”, “your”, or “yours”) access to and use of the patient-physician digital intervention services platform made available via the Epharmix website located at www.epharmix.com or https://epharmix.com/ or http://epharmix.com/ and any other website owned or operated by Epharmix, Inc. (the “Site” or “Sites”) and all products and services related to the patient-physician digital intervention services platform and provided by Epharmix via any such Site, including subscription access to tools, digital intervention software or applications, downloadable software products,  and services, together with any technical support, consultation, documentation, data, services provided by Epharmix, Inc. in connection with or related to the patient-physician digital intervention platform, via any such Sites or otherwise (collectively, the “Platform”), so please read it carefully.

This Terms and Conditions Agreement is a legally binding agreement made by and between Epharmix, and you, personally, and the entity for which you are using the Platform (if applicable) (collectively, “you” or “your”).

By accessing or using any part of the Platform, you agree that:

  • you are authorized to use the Platform,
  • you have the power and authority to enter into this Terms and Conditions Agreement, and
  • you have read, understood and agreed to be bound by this Terms and Conditions Agreement.

If you are not authorized to use the Platform, if you do not have the power and authority to enter into this Terms and Conditions Agreement, or if you do not agree to be so bound, then do not access any part of the Platform.

Your use of and access to the Platform is also governed by and subject to, and the information Epharmix collects in connection with your use of or access to the Sites is governed by, Epharmix’s privacy policy (the “Privacy Policy”), which is also attached to the Epharmix EUL Agreement as Exhibit B and incorporated therein by reference.  All components of this Terms and Conditions Agreement and the Privacy Policy, as well as said EUL Agreement, shall be read together and construed, to the fullest extent possible, to be in concert with each other. To the extent that they cannot be so construed, then in the event of any direct conflict between this Terms and Conditions Agreement and the EUL Agreement, this Terms and Conditions Agreement will prevail.  In the event of a direct conflict between this Terms and Conditions Agreement and the Privacy Policy, the Privacy Policy will prevail.

You may not access or use the Sites if you are under age eighteen (18) or if you are Epharmix’s  competitor, except with Epharmix’s prior written consent.  You agree to follow the law and all applicable rules and regulations; comply with this Agreement; and comply with the Dos and Don'ts below in your use of and access to the Sites.

You agree that you are responsible, and Epharmix is not responsible: (i) for any internet access, hardware, or software that is necessary or appropriate to facilitate your use of or access to the Sites; (ii) for establishing and following appropriate procedures to safeguard the security of the hardware, software, and information used by you in connection with your access to or use of the Sites; and (iii) for adequate protection, security and backup of data and equipment used in connection with your access to or use of the Sites.

To use certain Sites, you must create an account accessible through a user name and password.  You must keep confidential all login credentials (e.g., user name, password, or access code) used to access the Sites or the Sites.  You are solely responsible for any and all activity that occurs in connection with or via the use of your login credentials, including any losses incurred by you resulting from unauthorized use of such login credentials.  You must notify Epharmix immediately of any unauthorized use or suspected unauthorized use of your login credentials or any other breach of security known to you or reasonably suspected by you, if you believe any password or account information has been stolen or otherwise compromised in connection with such breach.

The Sites allow you to submit content.  To the extent you have any intellectual property rights in such content, you will retain those rights.  By uploading or otherwise submitting content in connection with your use of the Sites, you grant Epharmix (and its affiliates, distributors, and other agents it may designate in its discretion) a non-exclusive, worldwide, perpetual, royalty-free, non-terminable, sublicensable, transferable, license to use, distribute, reproduce, create derivative works of, distribute, publicly perform, publicly display and transmit such content for any purpose in connection with the provision, operation, promotion, and improvement of the Sites and development of new Epharmix products and services.  Do not submit content unless you have the right to grant this license for such content.  If you submit ideas, suggestions or anything else about the Sites (such as ways to improve the Sites) to Epharmix, you agree that Epharmix can use that feedback for any reason, without payment or other compensation to you, forever and throughout the world. Do not submit any feedback to Epharmix in which you do not wish to grant such rights.

1. Definitions .  For purposes of this Terms and Conditions Agreement, in addition to the capitalized terms defined elsewhere in this EUL Agreement, the following terms shall have the meanings set forth:

1.1 “Authorized User” means a person who has authority to use the Platform on behalf of the Contracting Entity and who has agreed to be bound by this Terms and Conditions Agreement.

1.2 “Contracting Entity” means an entity that has fully executed an End User License Agreement (and Exhibits, as applicable) via an Authorized User and made the requisite payments, in order to access and utilize the Platform.

1.3 “Contracting Entity Account” means an account associated with the Contracting Entity through which one or more Authorized Users can access the Platform (or parts thereof) via a username and password.

1.4 “Patient-physician digital intervention services” means those communications sent between an Authorized User, including a user that is not a physician, and may be a nurse, medical assistant or any other type of provider, and a patient via the Platform.

1.5 “Input Data” means any information you provide as input in connection with your use of or access to the Platform or the Contracting Entity Account.

1.6 “Output” means and includes any and all data and all other information or content provided to you or to which you are otherwise granted access by Epharmix (directly or indirectly) in connection with the Platform, including all output and any and all communications generated in connection with your use of or access to the Platform.

2. Access to the Platform .

2.1 After you have entered into this Terms and Conditions Agreement with Epharmix and the requisite payment(s) have been made, you will receive an access code that will allow you to create or access (as applicable) the Contracting Entity Account.

2.2 You and the Contracting Entity must notify Epharmix immediately upon termination of employment of any Authorized User, a change of an Authorized User’s responsibilities such that they no longer include assisting with patient-physician digital intervention services, or your knowledge of an Authorized User’s breach of any of the provisions of this Terms and Conditions Agreement.  Upon its receipt of any such notice, Epharmix may deactivate such Authorized User’s access to the Contracting Entity Account.

3. Using the Platform and Contracting Entity Account .

3.1 Subject to your compliance with the provisions of this Terms and Conditions Agreement, Epharmix grants you a limited, non-exclusive, revocable right and license, only in accordance with the provisions of this Terms and Conditions Agreement and any instructions for use of the Platform or the Contracting Entity Account that Epharmix may provide from time to time.   In particular, your use is limited to using and accessing the Platform, the Contracting Entity Account, and the Output to provide patient-physician digital intervention services and for related internal business purposes of the Contracting Entity.

3.2

(a) Epharmix uses commercially reasonable efforts to create and use appropriate and reliable technologies to facilitate patient-physician digital intervention services via the Platform.  However, you and the Contracting Entity expressly agree that any use of or reliance on any patient-physician digital intervention services via the Platform is entirely at the sole risk of the Contracting Entity.

(b) DISCLAIMER:  YOU UNDERSTAND AND AGREE THAT EPHARMIX IS NOT A MEDICAL PRACTICE OR A SUBSTITUTE FOR A LICENSED HEALTH CARE PROVIDER.  FURTHER, YOU UNDERSTAND AND AGREE THAT EPHARMIX IS NOT AN EMERGENCY SERVICES PROVIDER, SUCH A “911” OR AN AMBULANCE SERVICE.  EPHARMIX IS DESIGNED TO ACT AS A COMPLEMENT TO EXISTING PHYSICIAN-PATIENT COMMUNICATIONS, AND NOT A REPLACEMENT OF SUCH COMMUNICATIONS.

3.3 Epharmix may change or discontinue any part of the Platform at any time without liability to you or any third party.  Epharmix may modify this Terms and Conditions Agreement at any time.  Notification of modifications to this Terms and Conditions Agreement will be made available via the Platform or the Contracting Entity Account.  Modifications will become effective fourteen (14) days after they are posted, unless a different effective date is provided in the notice of modification or applicable law requires earlier application.  If you do not agree to the modified terms for the Platform, you must discontinue your use of the Platform and the Client Account.

4. Input Data . In connection with your use of the Platform, you will provide Input Data.  You hereby grant to Epharmix, and Epharmix hereby accepts from you, a perpetual, sub-licensable, non‑exclusive, royalty-free, worldwide license and right, (including under your intellectual property rights, whether owned by or licensed to you), to use, reproduce, electronically distribute, transmit, have transmitted, modify, de-identify, perform, display, store, archive, aggregate, index and create derivative works from Input Data for the following purposes:

(a) providing services to you and other Authorized Users of the Contracting Entity Account through the Platform;

(b) creating and providing Output and to you and other Authorized Users of the Contracting Entity Account;

(c) customizing and improving the Platform for you and other Authorized Users of the Contracting Entity Account;

(d) operating and maintaining the Platform and the Contracting Entity Account;

(e) providing support and customer service to you and other Authorized Users of the Contracting Entity Account;

(f) research and analysis;

(g) to generate Non-Personal Information (as defined in the Privacy Policy) and to use such Non-Personal Information for any purpose permitted under the Privacy Policy.

Epharmix’ use of Input Data may continue after the expiration or termination of this Terms and Conditions Agreement for support and archival purposes, including but not limited to research and development and generation of Non-Personal Information.

5. Fees .  As disclosed and described in the EUL Agreement or on the Sites, or as you and Epharmix may otherwise agree in writing, the Contracting Entity may be charged fees for its use of the Platform.  Your right to use the Platform will be subject to and contingent upon the Contracting Entity’s payment and, if applicable, continued payment, of such fees.

6. Termination .

6.1 You, as an Authorized User, may stop accessing or using the Platform and the Contracting Entity Account AT ANY TIME.  Epharmix may terminate your access to the Platform or the Contracting Entity Account in whole or in part if it reasonably believes you have breached any of the terms and/or conditions of this Terms and Conditions Agreement, if the Contracting Entity fails to timely pay any fees due to Epharmix in connection with your right to use the Platform and the Contracting Entity Account, or if the Contracting Entity’s access to the Platform or the Contracting Entity Account is terminated.  Following termination, you will not be permitted to access the Platform or the Contracting Entity Account.

6.2 If your access to the Platform or the Contracting Entity Account is terminated, Epharmix may exercise whatever means it deems necessary to prevent unauthorized access to the Platform or the Contracting Entity Account, including, but not limited to, technological barriers, IP mapping, and/or direct contact with your Internet service provider.

6.3 This Terms and Conditions Agreement will survive indefinitely unless and until Epharmix chooses to terminate it, regardless of whether the Contracting Entity Account is terminated by you or Epharmix or whether you continue to use or continue to have the right to use the Platform.

7. Other Terms .

7.1 This Terms and Conditions Agreement, in concert with the EUL Agreement and Privacy Policy, supersedes all prior and contemporaneous agreements and understandings between you and Epharmix relating to the Platform.  You may not transfer your rights or obligations under this Terms and Conditions Agreement without the prior written consent of Epharmix.  Epharmix may freely do so, in whole or in part.  This Terms and Conditions Agreement will be binding upon the successors and permitted assigns of you and Epharmix.  This Terms and Conditions Agreement does not create any third party beneficiary rights.  A party’s failure or delay in exercising any right, power or privilege under this Terms and Conditions Agreement will not waive its rights to exercise such right, power, or privilege in the future, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege under this Terms and Conditions Agreement.  You and Epharmix are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this Terms and Conditions Agreement.  Whenever possible, each provision, or subpart thereof, of this Terms and Conditions Agreement shall be interpreted so as to be valid and enforceable under applicable law.  If any provision of this Terms and Conditions Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provision in any other jurisdiction.  To the extent that any provision of this Terms and Conditions Agreement is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited to the extent required by applicable law and shall be enforced to the maximum extent permissible under applicable law.  This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original and all of which together will constitute but one and the same instrument.  This Terms and Conditions Agreement and EUL Agreement shall be construed according to Missouri law.

7.2  Words such as “herein”, “hereinafter”, “hereof” and “hereunder” refer to this Terms and Conditions Agreement as a whole and not merely to a section, paragraph or clause in which such words appear, unless the context otherwise requires.  All definitions set forth herein will be deemed applicable whether the words defined are used herein in the singular or the plural. The singular shall include the plural, and each masculine, feminine and neuter reference shall include and refer also to the others, unless the context otherwise requires.  The words “include”, “includes” and “including” are deemed to be followed by “without limitation” or words of similar import.  Except where the context otherwise requires, the word “or” is used in the inclusive sense (and/or).

7.3  Epharmix may provide access to third party websites, materials or other third party information.  Your use of such third party websites, materials or other information will be subject to those terms to which you and the third party agree.  Epharmix may use third party materials or other third party information in providing the Sites to you.  You agree that Epharmix is not responsible for any third party materials or other information, whether such materials are accessed directly by you or used by Epharmix in providing the Sites, including whether the information is accurate or whether the information is suitable for your use or use in connection with the Sites.  You agree that Epharmix is not responsible for whether third party information accessed by you is available for your use, for the performance or operation of any third party website, for any products or services advertised or sold by any third party (including on or through a third party’s website), or for any other action or inaction by any third party.

7.4 EPHARMIX HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF EPHARMIX HAS BEEN INFORMED OF SUCH PURPOSE), VALIDITY, ENFORCEABILITY, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE DUE TO COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.  THE SITES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND EPHARMIX MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE PRODUCTS OR SERVICES WILL ACHIEVE A PARTICULAR RESULT, MEET YOUR REQUIREMENTS, OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE, OR BE UNINTERRUPTED, SECURE, OR ERROR FREE.

In no event shall Epharmix or any of its officers, directors, employees, shareholders, members, agents, representatives, successors, or assigns (the “Epharmix Parties”) be liable for any indirect, incidental, punitive, special or consequential damages (including without limitation loss of profits, revenue, goodwill, data, or use, work stoppage, computer failure or malfunction, or any damages arising from incorrect information or data provided by Epharmix), resulting from the use of or inability to use any of the Sites or Sites; the performance or non-performance of any of the Sites or Sites; the failure of essential purpose; or the failure of any of the Sites or Sites to achieve any particular result, even if, in any case, Epharmix has been notified of the possibility or likelihood of such damages (the “Losses”).  Subject to the foregoing, the entire liability of the Epharmix Parties in respect of any Losses, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to and will not exceed the greater of (i) the amount you have paid to Epharmix for your use of the Sites during the one year period immediately preceding the event (or, as the case may be, the last to occur of the series of events) giving rise to your damages or (ii) one hundred dollars (US$100).

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. AS SUCH, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.  UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS APPLY, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7.5 You agree to indemnify, defend and hold harmless Epharmix and the Epharmix Parties from any and all claims, injuries, liabilities, damages, losses and all costs and expenses (including attorneys’ and expert witnesses’ fees and expenses) due to or arising out of your use of any of the Sites or Sites or your breach of this Agreement.  If you are obligated to provide indemnification pursuant to this provision in respect of any third party claim, Epharmix may, in its sole and absolute discretion, control the disposition of such third party claim at your sole cost and expense.  Without limiting the foregoing, you may not settle, compromise or in any other manner dispose of any third party claim without the consent of Epharmix.

7.6  In the event of litigation, the prevailing party shall be entitled to have its reasonable court costs and fees reimbursed by the non-prevailing party.

By using this website located at https://epharmix.com/(together with any other websites maintained by Epharmix, Inc. that may be accessed through this website), you agree to abide by the above terms and conditions, and you agree to the End User License Agreement.