LUCYRX HEALTHCARE SOLUTIONS, INC.
PLATFORM TERMS OF USE

Please carefully read these terms of use (“Terms of Use,” or “Agreement”) as they govern your access to and use of (i) our website https://lucyrx.com/ (the “Website”), (ii) the LucyRx mobile application (“Application”), and (iii) the pharmacy benefit management services made available through our Website and Application (“Services”) owned and controlled by LucyRx Healthcare Solutions, Inc. (“LucyRx,” “we,” “us,” and “our”). The Services, Website, and Application are collectively referred to as our “Platform.”

LucyRx is not a medical group and does not provide medical services or treatment. LucyRx contracts with health plans, plan sponsors, and third-party administrators (“Customer”), who use the LucyRx Services. The Services we provide to our Customers through separate services agreements (collectively, “Agreement(s)”) are governed by those Agreements. In the event that any provision in these Terms of Use conflicts with or contradicts any terms in an Agreement, the Agreement shall control.

Carefully read these Terms of Use as your compliance with these Terms of Use is a condition to your use of the Platform. Please also consult our Privacy Policy for a description of our privacy practices and policies. If you do not agree to be bound by the Terms of Use and Privacy Policy, you are not authorized to access or use the Platform; PROMPTLY EXIT THE WEBSITE.

Binding Arbitration. These Terms of Use provide that all disputes between you and LucyRx that in any way relate to these Terms of Use or the Platform will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Dispute Resolution; Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with LucyRx.

1. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

2. Accessing the Platform

We reserve the right to withdraw or amend our Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of, or the entire Platform, to users.

You are responsible for:

• Making all arrangements necessary for you to have access to the Platform.
• Ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use and comply with them.

To access the Platform or some of the resources it offers, you may be asked to provide certain information. It is a condition of your use of the Platform that all the information you provide is correct, current, and complete.

3. No Medical Advice

The content of the Platform, including without limitation, text, copy, audio, video, photographs, illustrations, graphics and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment or recommendations of any kind. You should always seek the advice of your qualified heath care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. LucyRx does not recommend or endorse any specific tests, physicians, products, procedures, opinions or other information that may be included on the Platform. Reliance on any information appearing on the Platform, whether provided by LucyRx, its content providers, its Customers, visitors to the Platform or others, is solely at your own risk.

4. Privacy Practices

You agree that information provided by you in connection with the Platform shall be governed by the Privacy Policy, which is hereby incorporated and made part of these Terms of Use. You consent to all actions we take with respect to your information consistent with our Privacy Policy.

5. License to Use the Platform

LucyRx grants to you a nontransferable license to use the Platform on devices that you own or control. LucyRx reserves all rights in and to the Platform not expressly granted to you under these Terms of Use. These Terms of Use govern any content, materials, or services accessible from or purchased within the Platform as well as upgrades provided by LucyRx that replace or supplement the original Platform, unless such upgrade is accompanied by a new or revised Terms of Use. Without our prior written permission, you may not distribute or make the Platform available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Platform and, if you sell your device to a third party, you must remove the Platform from the device before doing so. You may not copy (except as permitted by this license), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Applications, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Platform).

6. Limitations on License

The license granted to you in these Terms of Use is restricted as follows:

• Limitations on Copying and Distribution. You may not copy or distribute the Platform except to the extent that copying is necessary to use the Platform for purposes set forth herein.
• Limitations on Reverse Engineering and Modification; APIs. You may not (i) access or use the application programming interfaces (“APIs”) for any purpose other than your licensed use of the Platform or (ii) reverse engineer, decompile, disassemble, modify or create works derivative of the Platform, except to the extent expressly permitted by applicable law.
• Sublicense, Rental and Third Party Use. You may not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Platform, or directly or indirectly permit any third party to copy and install the Platform on a device not owned and controlled by you.
• Proprietary Notices. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Platform or its documentation.
• Use in Accordance with Documentation. All use of the Platform must be in accordance with its then current documentation, if any, provided with the Platform or otherwise made available by LucyRx.
• Confidentiality. You must hold the Platform and any related documentation in strict confidence for your own use only.
• Compliance with Applicable Law. You are solely responsible for ensuring your use of the Platform is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations.

7. Ownership of the Platform

The Platform contains confidential and proprietary information, materials, data, databases, contents, processes, methodologies, know-how, software, text, displays, images, video, audio, trademarks, logos, service marks, features and functionality, and the design, selection and arrangement thereof, are owned by LucyRx, its licensors or other providers of such materials and are protected by international copyright, trademark, patent, trade dress, trade secret and other intellectual property or proprietary rights laws (collectively, the “Content”).

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, including but not limited to Content, except:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
• You may store files that are automatically cached by your Web browser for display enhancement purposes; and
• You may print or download one copy of a reasonable number of pages of the Platform for your business use and not for further reproduction, publication or distribution.

You must not:

• Modify copies of any materials from the Platform or received through the Services;
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Platform.

You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content or other proprietary information (including images, text, page layout, or form) of LucyRx without our express written consent.

You must not access or use any part of the Platform or any services or materials available through the Platform for outsourcing for others or as part of a service bureau business so otherwise for the benefit of unaffiliated third parties who pay directly for its benefit or for other similar commercial purposes, or otherwise exploited for any commercial purpose without express written consent of LucyRx.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by LucyRx. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

8. ‍Trademarks

The LucyRx names, logos, and all related names, logos, product and service names, designs and slogans are trademarks of LucyRx or its licensors. You must not use such marks without prior written permission of LucyRx. All other names, logos, product and service names, designs and slogans on the Platform are the trademarks of their respective owners.

9. Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
• To impersonate or attempt to impersonate LucyRx, a LucyRx employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm LucyRx or users of the Platform or expose them to liability.

Additionally, you agree not to:

• Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
• Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
• Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Platform.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform.
• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Platform.

10. Access to Platform, Security, and Restrictions; Passwords

You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Platform or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.

Except for ADA accessibility purposes, you may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Platform, deep-link to any feature or content on the Platform, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Platform. The Platform has several accessibility options to enable use of our Platform for everyone regardless of their circumstances. In the event our ADA accessibility options are not sufficient, and your particular circumstances require using automated action on the Platform, please contact us through email at compliance@lucyrx.com or through phone at 833-256-3753 for an accommodation.

Violations of system or network security may result in civil or criminal liability. LucyRx will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working order or manner of the Platform or any activity being conducted on the Platform.

In the event access to the Platform or a portion thereof is limited requiring a user ID and password (“Protected Areas”), you agree to access Protected Areas using only your user ID and password as provided to you by us. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the Platform may be revoked by LucyRx at any time with or without cause. You agree to defend, indemnify, and hold LucyRx harmless from and against all third-party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by arising out of your breach of these Terms of Use or violation of applicable law, your use or access of the Platform, or access by anyone accessing the Platform using your user ID and password.

11. Your Account

You agree to: (a) provide true, accurate, current, and complete information when registering to use the Platform and establishing your account (“Registration Information”) and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete.

If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account. You are entirely responsible for maintaining the confidentiality of any passwords and any usage and activities that occur in connection with your account. You agree not to allow others to access your account or utilize your password. Doing so will compromise the security of your account.

12. Monitoring and Enforcement; Termination

We have the right to: (a) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform; or (b) terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, for any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone violating these Terms of Use. YOU WAIVE AND HOLD HARMLESS LUCYRX AND ITS LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

13. Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website or user of the Application, or by anyone who may be informed of any of its contents.

14. Changes to the Platform

We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

15. Linking to the Platform and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express consent. In addition, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Platform or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Link to any part of the Platform other than the homepage.
• Otherwise take any action with respect to the materials on the Platform that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

16. Links from the Platform

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to any part of the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

17. Geographic Restrictions

The owner of the Platform is based in the United States. We provide the Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

18. No Users Under 18 Years Old

In order to access the Platform, you represent and warrant that you are at least 18 years old. If you are under the age of 18, do not use or provide any information on the Platform. If we learn we have collected or received personal information from a child under the age of 18 without verification of parental consent, we will delete it. If you believe we have collected personal information from someone under the age of 18, please contact us at privacy@lucyrx.com.

19. ‍Consent to Receive Calls and Text Messages

‍By providing your mobile number, you are agreeing to be contacted by or on behalf of LucyRx at the mobile number you have provided, including calls and text messages, to receive informational, product or service related messages and communications relating to the Services. Message and data rates may apply. To stop receiving text messages text a reply to us with the word STOP. We may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop. Please note, that by withdrawing your consent, some functions on the Platform may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about your services.

20. ‍CAN-SPAM Act and Telephone Consumer Protection Act Compliance

LucyRx is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). You consent to receive text messages from us as set forth in Section 19, above (Consent to Receive Calls and Text Messages). Emails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at privacy@lucyrx.com.

21. Electronic Communications

YOU ARE AGREEING TO EXECUTE DOCUMENTS AND CONTRACTS USING ELECTRONIC SIGNATURES AND TO FOREGO UTILIZING PEN-AND-INK SIGNATURES ON PAPER. ADDITIONALLY, UNDER THESE TERMS, YOU ARE AGREEING TO RECEIVE COMMUNICATIONS AND DOCUMENTATION ELECTRONICALLY AND NOT ON PAPER.

When you use the Platform, or send e-mails, messages, and other communications from your device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

We will not furnish paper copies unless you request them, except where we determine, in our sole discretion, we are required to deliver in paper form under applicable law or where we determine that you should receive communications in paper rather than electronic form. Such paper copies will be provided to you via mail to your primary physical mailing address appearing in our records or otherwise delivered as required by law.

LucyRx may contact you by telephone, mail, text (SMS), or e-mail to verify your information. LucyRx may request further information from you, and you agree to provide such further information to ensure that you have not fraudulently used the Platform. If you do not provide this information in the manner requested within three (3) days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of our Platform until you provide the information to us as requested.

22. No Liability of Third Parties

Your wireless carrier, the manufacturer and retailer of your mobile device, the developer of the operating system for your mobile device, the operator of any application store, marketplace, or similar service through which you obtain or access the Platform, and their respective affiliates, suppliers, and licensors (collectively, “Third Parties”) are not parties to these Terms of Use and they do not own and are not responsible for the Platform. LucyRx, and not any Third Parties, is responsible for addressing any claims raised by you or any third party regarding the Platform or your use or possession thereof, including claims related to product liability, legal or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application store and other applicable Third Party terms and conditions. YOU AGREE (I) THE THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (II) IN NO EVENT WILL THE THIRD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THESE TERMS OR THE PLATFORM, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (III) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND WILL IN NOT EXCEED FIVE HUNDRED DOLLARS ($500.00); AND (IV) YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE THIRD PARTIES ARISING OUT OF THE PLATFORM AND THESE TERMS OF USE. THE THIRD PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS TERMS OF USE, CAPABLE OF DIRECTLY ENFORCING ITS TERMS. NOTHING CONTAINED IN THESE TERMS OF USE WILL BE CONSTRUED AS MODIFYING OR AMENDING ANY AGREEMENTS OR OTHER TERMS BETWEEN YOU AND THE THIRD PARTIES WITH REGARD TO THEIR SUBJECT MATTER. In the event of any claim that the Platform or your possession and use of the Platform infringes a third party’s intellectual property rights, the Third Parties are not responsible for the investigation, defense, settlement, or discharge of the infringement claim.

23. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Platform for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LUCYRX NOR ANY PERSON ASSOCIATED WITH LUCYRX MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER LUCYRX NOR ANYONE ASSOCIATED WITH LUCYRX REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

LUCYRX HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

24. ‍Limitation on Liability

IN NO EVENT WILL LUCYRX, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF LUCYRX TO YOU WITH RESPECT TO YOUR USE OF THE PLATFORM IS $500 (FIVE HUNDRED DOLLARS).

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

25. Indemnification

You agree to defend, indemnify and hold harmless LucyRx, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, any use of the Platform’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Platform.

26. Governing Law and Jurisdiction

All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware and County of New Castle County, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

27. ‍Dispute Resolution; Arbitration Agreement

We will try to work in good faith to resolve any issue you have with the Platform, including products and services ordered or purchased through the Platform, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction.

You and LucyRx agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use or your use of the Platform, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and LucyRx are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and LucyRx.

If you desire to assert a claim against LucyRx, and you therefore elect to seek arbitration, you must first send to LucyRx, by certified mail, a written notice of your claim (“Notice”). The Notice to LucyRx should be addressed to: LucyRx Healthcare Solutions, Inc., 7373 Wisconsin Ave, Suite 910, Bethesda, MD 20814, Attn: Legal Department (“Notice Address”). If LucyRx desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by LucyRx, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If LucyRx and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or LucyRx may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by LucyRx or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org.

If you are required to pay a filing fee, after LucyRx receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address.

The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless LucyRx and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator).

If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

If the arbitrator issues you an award that is greater than the value of LucyRx’s last written settlement offer made before an arbitrator was selected (or if LucyRx did not make a settlement offer before an arbitrator was selected), then LucyRx will pay you the amount of the award or US $1,000, whichever is greater.

Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

YOU AND LUCYRX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and LucyRx agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. 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 that party’s individual claim.

If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Suffolk County, Massachusetts. Both LucyRx and you agree to waive any and all rights to a jury trial in the event this agreement to arbitrate is found to be unenforceable.

28. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

29. Waiver and Severability

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

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

30. ‍‍Force Majeure

We will not be deemed to be in breach of these Terms of Use or liable or deemed to have defaulted for any breach of these Terms of Use or our Privacy Policy due to any failure or delay in fulfilling or performing any term of these Terms of Use, when and to the extent such failure or delay in caused by or results from an event or occurrence beyond our reasonable control, including without limitation, the following force majeure events (“Force Majeure Event(s)”): acts of God, terrorism, war, invasion, hostilities (whether war is declared or not), failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, government order, law, or other government actions, pandemics, strikes, fire, or other disaster or events beyond the reasonable control of LucyRx.

We will do our best to communicate with you and to provide notice within thirty (30) days of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. LucyRx shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

31. Entire Agreement

Except as otherwise expressly stated in this Terms of Use, the Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and LucyRx with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.

32. Contact Us

If you have any questions, concerns, complaints or suggestions regarding our Terms of Use or otherwise need to contact us, you may contact us at the contact information below or through the “Contact Support” page on our Website.

LucyRx Healthcare Solutions, Inc.
7373 Wisconsin Ave, Suite 910, Bethesda, MD 20814
compliance@lucyrx.com
833-256-3753