Terms of Use

 

APOTHEWELL TERMS OF USE

Apothewell, Inc. (“Apothewell”, “we”, “us”, or “our”) allows an individual user and Caregivers that use the Apothewell App (“you,” “Caregiver,” or “Caregivers,” as indicated by context, all of whom are bound by these Terms), to download, access, and use our mobile software application (the “Apothewell App”), pursuant to these Terms of Use, which include our Privacy Notice (collectively, these “Terms”). Please read these Terms carefully before downloading, accessing, or using the Apothewell App.

By installing, visiting, registering for, accessing, and/or otherwise using the Apothewell App you accept, without limitation or qualification, these Terms which constitute an Agreement between you and Apothewell. If you do not agree to these Terms of Use, you must not access or use the Apothewell App. You accept these Terms each time you install, access, or use the Apothewell App. If you are under 18 years of age, you represent and agree that your parent or guardian must access or use the Apothewell App on your behalf.

1. The Apothewell Services, the Apothewell Device; the Apothewell Platform. The Apothewell App (i) allows you to input information about Prescriptions (defined below), (ii) sends you notifications about events or actions based on information you have input about Prescriptions, and (iii) allows you to note when you have responded to a notification (collectively, the “Apothewell Services”). Although the Apothewell App is fully functional on its own, Apothewell may also offer a pill case designed to work in conjunction with the Apothewell App (the “Apothewell Device”). If you use the Apothewell Device in conjunction with the Apothewell App, the Apothewell Device is designed to inform the Apothewell App when you act regarding your medications. We will continue to refine, enhance, modify, and improve the Apothewell Device, the Apothewell App, and the Apothewell Services (collectively, the “Apothewell Platform”).

2. Pre-Commercial Beta Release.

2.1 Apothewell may offer you the opportunity to use Apothewell Platform in pre- commercial, beta release (collectively, “Beta Release”). Until or unless Apothewell releases a commercial version of the Apothewell Platform, any account that accesses or uses the Beta Release is a Beta Account. Apothewell may offer you the opportunity to convert your Beta Account to a commercial account after Apothewell launches the Apothewell Platform to the public (the “Public Launch Date”).

2.2 If you do not desire to continue using all or part of the Apothewell Platform after the Public Launch Date, you may contact us to delete your Beta Account. Beta Account deletion will occur in accordance with the terms and conditions governing deletion of personal information set forth in our Privacy Statement. While we generally intend to distribute commercial versions of the Apothewell Platform, we reserve the right not to release commercial versions of any Beta Release. Without limiting any disclaimer of warranty or other limitation stated in these Terms, you agree that Apothewell does not consider any Beta Release to be

suitable for general commercial use, and that a Beta Release may contain errors affecting its proper operation. We will have no liability under these Terms (including any indemnification obligations) arising out of or related to your use of any features of a Beta Release. Your use of any Beta Release is solely at your own risk and may be subject to additional requirements as specified by Apothewell. We are not obligated to provide support for any Beta Release, and at any time we may cease providing any feature of a Beta Release. We may use and disclose any data derived from your use of any Beta Release. You may not disclose any information from any Beta Release or the terms or existence of any non-public feature of any Beta Release. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF A BETA RELEASE MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE APOTHEWELL PLATFORM IN GENERAL AND ANY SERVICES THAT MAY BE OFFERED THROUGH THE APOTHEWELL APP. WE SPECIFICALLY DISCLAIM ALL DAMAGES RESULTING FROM YOUR USE OF ANY BETA RELEASE.

3. Caregivers. The Apothewell App allows users to designate one or more other users as your caregiver (each, a “Caregiver” and, collectively, “Caregivers”) to receive notifications from the Apothewell App. Caregivers are users of the Apothewell App and must agree to all terms and conditions. You and Caregivers understand and agree that Apothewell will disclose and Caregivers will receive personally identifiable healthcare information about you, which may include information you have input or that the Apothewell Platform has generated. You understand and agree that Apothewell may disclose personally identifiable healthcare information about you to pharmacies that you designate, and you understand and agree that you will be bound by the policies and practices of the pharmacies you designate.

4. We may modify these Terms. We reserve the right, at our sole discretion, to change the terms and conditions of these Terms from time to time. Your continued use of the Apothewell Platform constitutes your acceptance of and agreement to any changed terms and conditions. We may revise these Terms at any time by posting an updated version or posting notices in or otherwise sending messages to your Apothewell App account. Your continued use of the Apothewell App after a change to these Terms constitutes your binding acceptance of the updated Terms.

5. Your Account; Your Credentials; Communications

5.1. Information we may require to register your Apothewell Device and to subscribe for an account. You do need not register with us to view, visit, or browse through our website or to download the Apothewell App. To access the Apothewell Services offered on and through the Apothewell Platform subscribe for an account on the Apothewell Platform. When you also have an Apothewell Device, you must register your Apothewell Device by providing us with any Device-specific information we may request. To subscribe for an account on the Apothewell App, you must create an account, which may require that you provide account information such as your mobile phone number and your email address (“Account Credentials”). Once we received your Account Credentials, we will deliver you a one-time, temporary code that will allow you to access your account.

(a) You are responsible for maintaining the confidentiality of your account and Account Credentials. You are responsible for any activity resulting from the use of your account and Account Credentials on the Apothewell Platform. Your account and Account Credentials are personal to you, and you may not share your account or Account Credentials with, or allow access to your account by, any third-party.

(b) You will be responsible for all activity that occurs under your account and Account Credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the Apothewell Platform and to preserve the confidentiality of your account and Account Credentials and safeguard any device that you use to access the Apothewell App. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY UNAUTHORIZED ACCESS OR USE OF YOUR ACCOUNT OR ACCOUNT CREDENTIALS.

(c) You will be solely responsible for any losses incurred by us and others due to any unauthorized use or access of your account or Account Credentials. If you have any reason to believe that your Account Credentials have been compromised or that your account has been accessed by a third-party, you agree to immediately notify Apothewell by e-mail at info@apothewell.com.

5.2. Information we may require or request for your account on the Apothewell Platform. After you create your account, Apothewell may require you to provide some or all of the following information (collectively, “Required Personally Identifiable Information” or “Required PII”):

  1. (a) your Account Credentials;

  2. (b) your first and last name, date of birth, email address, and mobile phone

number;
mobile phone number;

(c) for each Caregiver: first and last name, date of birth, email address, and

(d) if we request it, for each pharmacy at which you fill your prescriptions: pharmacy name, mailing address, email address, and phone number, and additional information we deem necessary to allow us to provide the Services to you (each, a “Pharmacy” and, collectively, “Pharmacies”), and

(e) for each prescription you are currently prescribed and any prescription you may receive in the future: information such as prescribed medicine name, optional alternate medicine name, dosage information (i.e., dosage times and amounts), prescribed amount of medicine, and then-current remaining amount of medicine (i.e., how much of the prescribed amount remains) (each, a “Prescription” and, collectively, “Prescriptions”).

5.3. We may also request additional optional information. We allow you the option to provide us with the following additional information about you and each of your Caregivers

(“Optional PII” and, collectively with the Required PII, “Your Data”): (i) middle name or initial, (ii) work phone number and other contact info, and (iii) picture and communications preference(s).

5.4. You are responsible for keeping Your Data updated and accurate. You represent that Your Data is true, accurate, current, and complete when you provide it and you warrant that you will keep Your Data true, accurate, current, and complete.

6. Security and Privacy. The Apothewell App has been designed, and runs, on cloud computing infrastructure. We have implemented commercially reasonable precautions to protect the Apothewell App and User Data from unauthorized access, use, alteration, or destruction. Apothewell will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, integrity, and availability of Your Data.

7. Your Data; Your Prescriptions; De-identified Data.

7.1 HIPAA Release and Authorization. By accepting these Terms, using the Apothewell Platform, and designating an individual as your Caregiver, you authorize your Caregiver to act as your agent in connection with the Apothewell Platform, and you release and authorize Apothewell as follows:

(i) Scope of Release and Authorization. I, an Apothewell App user, authorize Apothewell to give, disclose, and release to my Caregivers, who I designate in the Apothewell App, all data in my Prescriptions; I authorize Apothewell to treat my Caregivers as Apothewell would treat me with respect to my rights regarding the use and disclosure of information in my Prescriptions, including, without limitation data governed by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), 42 U.S.C. Sections 1320d to 1320d-9 and 45 C.F.R. Sections 164.500 to 164.534, as may be amended from time to time; and I release Apothewell from liability that may result from disclosing data in my Prescriptions to my Caregivers when Apothewell acts in reliance on the Release (collectively, the “Release and Authorization”);

(ii) Effective Date of Release and Authorization. The Release and Authorization is effective immediately and continues so long as I am a user of the Apothewell App and my Caregiver is registered in the Apothewell App as one of my Caregivers;

(iii) Revocation and/or Termination of Release and Authorization. The Release shall terminate on the first to occur of: (i) two years following my death, or (ii) on my written revocation actually received by Apothewell using Apothewell’s then-current release termination process. The Release shall not be affected by my subsequent disability or incapacity. There are no exceptions to my right to revoke the Release.

7.2 You grant Apothewell the right to access and use Your Data. Apothewell may access and use Your Data (including Prescriptions) to provide, maintain, and improve the Apothewell Platform.

7.3 You grant Apothewell the right to access and use your Prescriptions. You grant Apothewell the right to access and use the information contained in your Prescriptions for the purpose of providing, maintaining, and improving the Services. You also grant Apothewell to disclose your Prescriptions to your Caregivers, your Pharmacies, and to you through the Apothewell Platform. You bear the sole responsibility to ensure at all times that your Prescriptions are current, complete, and accurate.

7.4 Apothewell may use Aggregated Data. You acknowledge and agree that Apothewell may use for our own purposes any data that we have taken reasonable steps to de- identify and aggregate.

8. Geo-Location Services. The Apothewell App and the Services may include and make use of certain functionality and services provided by third-parties that allow us to include maps, geocoding, places and other content from third-parties providers such as Google as part of the Services (“Geo-Location Services”). Your use of the Geo-Location Services is subject to the third- party’s then-current terms of use (e.g., Google Maps/Google Earth) and privacy policies (e.g., Google Privacy Statement). By using Geo-Location Services, you agree to be bound by the third- party’s terms of use and privacy policies.

9. No Medical Care or Advice; No Patient-Provider Relationship; Your Prescriptions.

9.1. Apothewell does not practice medicine and is not a healthcare practitioner.

Neither we nor the Apothewell Platform provide you or your caregivers with medical or clinical advice. Apothewell is not a medical or nursing organization, hospital, healthcare provider, employer, or contracting provider of medical or clinical professional services. You assume full risk and responsibility for the use of information you obtain from or through the Apothewell Platform. Your healthcare practitioner(s) and/or pharmacists, not Apothewell, are solely responsible for the services they independently provide to you.

9.2. You are not a patient of Apothewell. The advice you receive from your healthcare professionals replaces any information you obtain on or through the Apothewell App and/or the Services. Your use of the Apothewell Platform does not create a patient relationship with Apothewell. You must consult with qualified health professionals who are familiar with your individual medical needs concerning your specific medical issues. Never disregard or delay in seeking professional healthcare because of information you obtain on or through the Apothewell App and/or the Services. If you think you may have a medical emergency, call 911 immediately. The Apothewell App is not intended for emergency situations. CALL 911 IN CASE OF ANY HEALTH EMERGENCY.

9.3. The Apothewell Platform provides information—not medical, clinical, psychological advice, diagnosis, or treatment. The Apothewell Platform may provide helpful

health-related information, but the Apothewell Platform does not substitute for your judgment or for professional medical clinical, psychological advice, diagnosis, or treatment. You acknowledge that we provide the information and content on or through the Apothewell App and/or the Services “as-is” for your informational purposes only. You assume full risk and responsibility for the use of or reliance on information you obtain from or through the Apothewell App and/or the Services.

10. Subscription Fees and Payments.
10.1. Free to Visit and Download. Our website is free to visit and the Apothewell App

is free to download.

10.2. You will not owe subscription fees during your use of your Beta Account. After the Public Launch Date, you will be required to pay subscription fees as then-required by the Apothewell App. We will update these Terms prior to the Public Launch Date to inform you of upcoming subscription fees.

10.3. Payment of Subscription Fees. When you create a commercial account on the Apothewell Platform (i.e., not a Beta Account), you must provide us with a payment method (e.g., Apple Pay, Google Wallet, PayPal, Visa, MasterCard, American Express, or Discover) to which to charge your subscription fees. If we cannot charge your payment method for any reason, we reserve the right to either suspend your account or otherwise prevent your access to the Apothewell Platform. By using the Apothewell Platform, you expressly agree that Apothewell is permitted to bill you and you will pay any applicable subscription fees, any applicable tax, and any other charges you may incur in connection with your use of the Apothewell Platform and the Apothewell Services. Subscription fees are non-refundable. Subscription fees are at all times subject to change by us, and your continued use of the Apothewell App evidences your acceptance of updated subscription fees.

10.4. We use third-party payment processors. You agree to pay any fees associated with such payment processing. We do not guarantee any particular form or manner of payment will be available to make a payment. Our payment processors and the payment methods they accept may change without notice. Our payment processors accept payments through payment methods detailed on the applicable payment screen, which may include various credit card payment methods. By using our third-party payment processor(s), you agree to their terms and conditions of use. The third-party payment processors may charge fees to process your payments. We may pay certain of such fees at our sole discretion. We disclaim all liability with regards to any fees or problems you have with third-party payment processors including, without limitation, online merchant services. We make no representations or warranties about the continued availability of any particular form of payment method made available for use with the Apothewell App. You are responsible for any taxes or fees. All transactions are in U.S. dollars. All third-party fees (such as data usage fees charged by your internet or mobile provider) and compliance with any applicable third-party terms (such as your internet service provider’s terms of services) are your sole responsibility.

11. How we may communicate with you.

11.1. How we may communicate with you, in general. Apothewell may communicate with you by email, telephone (texting or calls), push notifications, or posting notices on the Apothewell App. You agree to receive email, telephone calls, text messages, and push notifications from us. If you call us by telephone, we may record the telephone call for quality and training purposes.

11.2. If we communicate with you via text message and/or electronic communications.

(a) By providing us with your mobile telephone number, you consent to receive text messages at that number as requested for account verification and other administrative purposes. While we do not charge a fee for text messages, your carrier may charge standard messaging, data, and other fees. You are responsible for these charges. We may send and receive text messages through cellular telephone operators or other networks, and the level of reliability may vary. We are not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.

(b) By using the Apothewell App and/or providing Your Data to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to the Apothewell Platform and/or your use of the Apothewell Platform. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Apothewell App or sending an email or text to you. You may have a legal right to receive this notice in writing. To receive written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at info@apothewell.com.

12. No Usage by Minors. No part of the Apothewell Platform is directed to persons under the age of 18. IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE APOTHEWELL APP AT ANY TIME OR IN ANY MANNER.

13. Apothewell’s Content Ownership and Use

13.1. Your Limited Right to Use the Apothewell Platform. Apothewell owns or has rights to all of the content and software we make available through the Apothewell App, but you may use it as you use the Apothewell App. You may not use our logo, taglines, or name without our written permission.

13.2. Apothewell Content. The contents of the Apothewell App include, without limitation, the following: designs, text, graphics, images, video, information, logos, button icons, software, programming, source/computer code, templates, layouts, audio files, and other Apothewell content regardless of form (i.e., whether video, paper, electronic or otherwise), whether tangible or intangible, or whether existing now or in the future (collectively, “Apothewell Content”). All Apothewell Content and the compilation (meaning the

collection, arrangement, layout and assembly) of all Apothewell Content are the property of Apothewell or its licensors and are protected under copyright, trademark, and other laws.

14. Apothewell’s Limited License to You. Apothewell grants to you a limited license to download, access, and use the Apothewell App in accordance with these Terms. Apothewell does not sell the Apothewell App to you. Subject to your complete and ongoing compliance with these Terms, we authorize you, subject to these Terms, to access and use the Apothewell App and the Apothewell Content solely for your limited, personal use only, at our discretion. Any other use is expressly prohibited. This license is non-transferable and revocable at any time without notice and with or without cause. Unauthorized use of the Apothewell Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, and other proprietary notices contained in the original Apothewell Content on any copy/printout you make of the Apothewell Content. Apothewell retains all right, title and interest in and to all Apothewell Content.

15. Apothewell’s Marks. “Apothewell”, the Apothewell logo, and other Apothewell logos and product and Apothewell App names and tag lines are or may be trademarks, service marks, or other marks of Apothewell (collectively, the “Apothewell Marks”). Without our prior written permission, and except as solely enabled by any link or code as provided by us, you agree not to display, publish or use the Apothewell Marks in any manner.

16. Your Suggestions and Submissions. We appreciate your comments and suggestions. We appreciate hearing from our users and welcome your comments regarding the Apothewell App. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“creative ideas”), we shall:

(a) own, exclusively, all now known or later discovered rights arising or derived from the creative ideas;

(b) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and

(c) be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation or other consideration to you or participation by you or any other person or entity.

17. Disclaimers, Limitations, and Prohibitions. You are responsible for your actions when using and relying on the Apothewell App or content, consultation and services available on and through the Apothewell App. Do not engage in activities using the Apothewell App that are harmful or illegal. You agree to use the Apothewell App only for its intended purpose and in an authorized manner. You must use the Apothewell App in compliance with all privacy, data protection, intellectual property, and other applicable laws and regulations. Without limitation, the following uses of the Apothewell App are prohibited. You may not:

(a) attempt to interfere with, harm, reverse engineer, decompile, disable, steal from, or gain unauthorized access to the Apothewell App, user accounts, or the technology and equipment supporting the Apothewell App;

  1. (b) frame or link to the Apothewell App without permission;

  2. (c) use data mining, robots, or other data gathering devices on or through the

Apothewell App;

(d) post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;

consent;

  1. (e) disclose personal information about another person without his/her

  2. (f) harass or abuse others, or post objectionable material;

(g) sell, transfer, sublicense, or assign any of your rights to use the Apothewell App to a third party without our express written consent;

(h) post advertising or marketing links or content, except as specifically allowed by these Terms;

(i) use or access the Apothewell App if you are (or are employed or engaged by) a competitor of Apothewell, except with our prior written consent, which we may withhold in our sole discretion and without explanation;

(j) use or access the Apothewell App for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;

(k) use the Apothewell App in an illegal way or to commit an illegal act in relation to the Apothewell App or that otherwise results in fines, penalties, and other liability to Apothewell or others; or

(l) access the Apothewell App from a jurisdiction where it is illegal or unauthorized.

18. Consequences if you Violate these Terms. If you do not act acceptably, we may prohibit your use of the Apothewell App. Without limiting any other remedies available to us at law and in equity which are cumulative and not alternative, we reserve the right to suspend or terminate your account and prevent access to the Apothewell App for any or no reason, at our discretion. We reserve the right to refuse to provide the Apothewell App to you in the future. All indemnification obligations in these Terms survive termination of your account.

19. Apothewell Not Liable. We are not liable for the actions of users, including Caregivers, when they use the Apothewell App. We may also change the Apothewell App at any time, and we are not and will not be liable for how this may affect you. We do not guarantee the quality or accuracy of any content you view or receive using the Apothewell App. You assume all risk associated with the Apothewell App. We make no promises and disclaim all warranty of specific results from the use of the Apothewell App.

20. Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any content of the Apothewell App. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third- party or the quality or nature of third-party products or services obtained through the Apothewell App. You use the Apothewell App at your own risk.

21. Third-Party Websites and Applications. The Apothewell App may include links to third- party websites and applications. You are responsible for evaluating whether you want to access or use any third-party website or application. We are not responsible for and do not endorse any features, content, advertising, products, services, or other materials on other third-party websites or applications. You assume all risk and we disclaim all liability arising from your use any third-party website or application. The Apothewell App may integrate into your account information, content, and/or functionality from your Pharmacies and/or third-parties you have allowed or requested to send us information, content, and/or functionality. You use such information, content, and/or functionality at your own risk and subject to such third-parties’ terms and conditions.

22. Disclaimer of Warranties.

You use the Apothewell App at your own risk. We make no warranties or guarantees.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE APOTHEWELL APP AND ANY SERVICES AND INFORMATION MADE AVAILABLE ON OR THROUGH THE APOTHEWELL APP INCLUDING ANY NOTIFICATIONS OR REMINDERS IS AT YOUR SOLE RISK, AND THE APOTHEWELL APP AND ANY SUCH SERVICES AND INFORMATION AVAILABLE ON OR THROUGH THE APOTHEWELL APP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO SERVICES OR INFORMATION OFFERED BY THE RELEASED PARTIES OR THIRD-PARTIES ON OR THROUGH THE APOTHEWELL APP, IMPLIED OR EXPRESS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (I) THE APOTHEWELL APP OR ANY SERVICES AND/OR INFORMATION, OR OTHER ITEMS MADE AVAILABLE ON OR THROUGH THE APOTHEWELL APP WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR WILL HAVE ANY SPECIFIC RESULTS, (II) THE APOTHEWELL APP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE (INCLUDING AS TO ANY RISK OF CORRUPTION OR DELETION OF ANY DATA OR INFORMATION YOU PROVIDE USING THE APOTHEWELL APP), (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE

APOTHEWELL APP WILL BE ACCURATE OR RELIABLE, AND (IV) ANY ERRORS IN THE APOTHEWELL APP OR DATA/INFORMATION (INCLUDING THAT PROVIDED BY YOU) WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APOTHEWELL APP IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

“Released Parties” include Apothewell and its affiliates (including, without limitation, parents and subsidiaries) and their respective owners, officers, directors, managers, employees, agents, partners, licensors, licensees, and successors.

We are not liable for any injuries or damages to you or anyone else that may be connected to, arose from, or as a direct or indirect consequence of you or anyone else ingesting or failing to ingest any medicine (or combination of medicines) prescribed to you or anyone else. If you use the Apothewell App in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for Released Parties, including those incurred in the proceeding, leading up to the proceeding, and for collection on any judgment.

YOU SPECIFICALLY ACKNOWLEDGE THAT (i) APOTHEWELL SHALL NOT BE LIABLE FOR ACTS, OMISSIONS OR CONDUCT OF ANY THIRD-PARTY, INCLUDING, WITHOUT LIMITATION, ANY HEALTHCARE PROVIDER, PHARMACIST, OR INDIVIDUAL AND (ii) THE RISK OF HARM, INJURY, OR DEATH OR OTHER DAMAGE FROM SERVICES OR LACK OF SERVICES RENDERED BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY HEALTHCARE PROVIDER, PHARMACIST, OR INDIVIDUAL, IS SOLELY YOUR OWN.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES (EVEN IF RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ACCESS TO AND USE OF THE APOTHEWELL APP, INCLUDING, WITHOUT LIMITATION, RELATING TO OR RESULTING FROM: (I) INJURY, DAMAGE OR DEATH; (II) THE USE OF OR THE INABILITY TO USE THE APOTHEWELL APP OR ANY SERVICES, INFORMATION OR OTHER ITEMS MADE AVAILABLE ON OR THROUGH THE APOTHEWELL APP; (III) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE APOTHEWELL APP; (IV) UNAUTHORIZED ACCESS TO, CORRUPTION OF, INTERFERENCE WITH, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY USER OR THIRD-PARTY ON OR THROUGH THE APOTHEWELL APP; (VI) YOUR RELIANCE ON CONTENT, CONSULTATION AND ADVICE MADE AVAILABLE BY US OR BY A THIRD-PARTY; OR (VII) ANY OTHER MATTER, CIRCUMSTANCE OR OCCURRENCE RELATING TO THE APOTHEWELL APP. WE WILL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ANY OF OUR OBLIGATIONS UNDER THESE TERMS. SOME JURISDICTIONS DO NOT

ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF YOU OR ANY USER OF THE APOTHEWELL APP OR ANY HEALTHCARE PRACTITIONER OR PHARMACIST. THE RELEASED PARTIES ARE NOT LIABLE FOR ANY LOSS, CLAIM, INJURY, DEATH OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE APOTHEWELL APP. BY USING THE APOTHEWELL APP YOU RELEASE THE RELEASED PARTIES FROM ANY LIABILITY RELATED TO ANY YOUR USE OF THE APOTHEWELL APP AND/OR THE CONDUCT, MALPRACTICE, MISCONDUCT, NEGLIGENCE, OR INTENTIONAL ACT OF ANY USER, HEALTHCARE PROVIDER, AND/OR PHARMACIST.

TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ COLLECTIVE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE APOTHEWELL App OR YOUR USE OF THE APOTHEWELL APP, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE CUMULATIVE SUBSCRIPTION FEES WE RECEIVED FROM YOU DURING THE TWELVE MONTHS PRIOR TO THE DATE ON WHICH YOUR ALLEGED INJURY OCCURRED. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

APOTHEWELL DOES NOT MAKE ANY GUARANTEES AS TO INSURANCE POLICIES HELD BY YOU OR ANYONE ELSE.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including, without limitation, legal and accounting fees, alleging or resulting from your access or use of the Apothewell App, including, but not limited to, (i) your use of or reliance on any third-party content/data, advice and services, (ii) your use of or reliance on any Apothewell Content, or (iii) your breach of these Terms.

23. Dispute Resolution; Mandatory Arbitration. Please read this carefully. It affects your rights. You and Apothewell and each of our legal representatives, heirs, estates, successors, and permitted assigns agree to arbitration (except for matters that may be taken to small claims court), as the exclusive form of dispute resolution except as provided for below, for all disputes and claims arising out of or relating to these Terms and/or your use of the Apothewell App. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Please visit www.adr.org for more information about arbitration. No arbitration is required for equitable relief sought by us.

23.1 Commencing Arbitration. A party seeking arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “notice”), or, in the absence of a mailing address provided by user, to user via any other method available to user, including via email and text message. The notice to Apothewell should be addressed to Apothewell, Inc. 417 Main Street, Little Rock, Arkansas 72201 Attn: Chief Executive Officer. The notice must (a) describe the nature

and basis of the claim or dispute; and (b) set forth the specific relief sought (the “demand”). If the claim is not resolved within 30 days after the notice is received, then user or Apothewell may commence an arbitration proceeding as set forth below or file a claim in small claims court. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with its commercial arbitration rules and the supplementary procedures for consumer related disputes (the “rules”), as modified by this agreement. The rules and AAA forms are available at www.adr.org.

23.2 Arbitration Proceeding and Procedure. The arbitration will be in English. A single independent and impartial arbitrator with his or her primary place of business in Pulaski County, Arkansas will be appointed pursuant to the rules, as modified herein. The following rules will apply: (a) the arbitration will be conducted by telephone, online, or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (b) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

23.3 NO CLASS ACTION. You may bring claims (including actions in equity) only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, the arbitrator may not consolidate proceedings brought by you with more than one person’s or entity’s claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific provision is found to be unenforceable, then this entire mandatory arbitration section will be null and void at Apothewell’s option.

23.4 Arbitrator’s Decision. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this deadline by 30 days in the interests of justice. Arbitration proceedings will be closed to the public and confidential and all related records will be permanently sealed, except as necessary to obtain court confirmation of the award. The award will be in writing and will include a statement setting forth the reasons for the claim’s disposition. The arbitrator will apply Arkansas State law during the arbitration. To the extent these Terms and your use of the Apothewell App evidence a transaction involving interstate commerce, the United States federal arbitration act will govern the interpretation, enforcement, and proceedings pursuant to the mandatory arbitration clause in these Terms.

23.5 Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Apothewell seeks equitable relief of any kind, which are cumulative and not exclusive of other rights and remedies at law and in equity and which will not require the posting of bond, and notwithstanding anything herein to the contrary whatsoever, Apothewell may seek equitable relief and associated remedies at law in any jurisdiction and venue in which such relief is desired.

23.6 Time to bring Claims. Notwithstanding any other rights a party may have under law or equity, any cause of action a user may have arising out of or related to this agreement

must commence within one (1) year after the cause of action accrues. Otherwise, the cause of action is permanently barred.

23.7 Improperly filed Claims. All claims user brings against Apothewell must be resolved in accordance with this section. All claims filed or brought contrary to this section will be considered improperly filed. Should user file a claim contrary to this section, Apothewell may recover attorneys’ fees and costs up to $5,000, provided that Apothewell has notified user in writing of the improperly filed claim, and user has failed to promptly withdraw the claim.

23.8 Enforceability. If the arbitration provisions of this section or the entirety of this section (excluding this paragraph) is found to be unenforceable, then, at Apothewell’s sole option, the entirety of this section will be null and void (excluding this paragraph) and, in which case, the exclusive jurisdiction and venue of Pulaski County in the State of Arkansas will govern any action arising out of or related to this agreement other than equitable action and associated remedies at law sought by Apothewell. Any other provisions of this agreement which are invalid in their entirety are severable.

24. The Apothewell App on Apple iOS. The following additional terms and conditions apply with respect to any version of the Apothewell App designed for use on an Apple iOS-powered mobile device (our “iOS App”):

(a) You acknowledge that the Terms are not between you and Apple, Inc. (“Apple”).

(b) Your use of our iOS App must comply with Apple’s then-current App Store Terms of Service.

(c) You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.

(d) You agree that Apple is not responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that our iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by the Terms.

(e) You agree that Apple is not be responsible for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.

(f) 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.

(g) You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using our iOS App).

(h) The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as the Terms relate to your possession or use of our iOS App. Upon your acceptance of the Terms, as a third-party beneficiary of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as they relate to your possession or use of our iOS App.

25. The Apothewell App on Android OS. The following additional terms and conditions apply with respect to the version of the Apothewell App designed for use on an Android-powered mobile device (our “Android App”):

(a) You acknowledge that the Terms are not between you and Google, LLC, its parents or subsidiaries (“Google”);

(b) Your use of our Android App must comply with Google’s then-current Google Play Terms of Service;

(c) You agree that Google is only a provider of the Google Play application market where you obtained the Android App and Google is not responsible for the Device, our Android App, or the Services;

(d) You agree that Google has no obligation or liability to you with respect to our Android App or the Terms; and

(e) You acknowledge and agree that Google is a third-party beneficiary to the Terms as the Terms relate to our Android App.

26. General Terms

26.1 These Terms constitute the entire agreement between you and Apothewell concerning your use of the Apothewell App or Apothewell Platform. No joint venture, partnership, employment, or agency relationship exists between you and Apothewell as a result of these Terms or your use of the Apothewell App or Apothewell Platform. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Except as otherwise stated in these Terms, if any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be invalid or exceed the scope of lawful authority, the parties nevertheless agree that the court or arbitrator shall endeavor to give effect to the parties’ intentions as reflected in the provision to the maximum extent available in the jurisdiction in which enforcement is available, and the other provisions of these Terms remain in full force and effect. The section titles in these Terms and our Privacy Statement are for

convenience of reference only and have no legal or contractual effect. The word “including” means “including without limitation” unless otherwise expressly indicated.

26.2 Governing Law; Choice of Forum. The laws of the state of Arkansas, excluding its conflicts of law rules, govern these Terms and your use of the Apothewell App. Your use of the Apothewell App may also be subject to other local, state, national, or international laws; provided, however, that the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of these Terms. To the extent that any action relating to any dispute hereunder is required to be brought in a court of law, subject to the exceptions stated herein, it will be subject to the exclusive jurisdiction of the state and federal courts located in Pulaski County, Arkansas and you hereby irrevocably submit to personal jurisdiction, and waive any defense of inconvenient forum.

26.3 Legal Compliance. Our website, the Apothewell App, the Apothewell Services, the Apothewell Device, and the Apothewell Platform’s contents are intended to comply with the laws and regulations of the United States. Although the information on our website and the Apothewell App may be accessible to users outside of the United States, the information on our website and the Apothewell App pertaining to Apothewell information, services, or other items is intended for use only by residents of the United States. Other countries may have laws, rules and regulatory requirements that differ from those in the United States. Apothewell makes no representation that materials on its website and the Apothewell App are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access our website and/or the Apothewell App from other locations do so on their own initiative and are responsible for compliance with local laws. Apothewell reserves the right to limit provision of our products or services to any person, entity, geographic region or jurisdiction and/or to limit the quantities of any services we provide. Any offer for any service made on our website and/or the Apothewell App is void where prohibited.