These Terms of Service (“Terms”) govern your access to and use of the Service (as defined below). These Terms constitute a binding agreement between BeeSmart Rx, Inc., a Delaware corporation (“BeeSmartRx,” “we,” “us,” “our,” etc.) and you individually. Before using the Services, you must read and accept all of the terms in this Agreement. By accepting this Agreement as you access our Services, you agree that this Agreement will apply whenever you use the Services.

If you do not accept and agree to these Terms, you are not permitted to use the Services. BeeSmartRx reserves the right, in its sole and absolute discretion, to amend, supplement, or otherwise modify these Terms from time to time. Modified Terms will take effect immediately upon posting to BeeSmartRx’s website. Your continued use of the Services after modified Terms have been so posted shall constitute your acceptance of such modified Terms.

1. Definitions.

Capitalized terms set forth but not otherwise defined herein shall have the meanings ascribed to them in this Section 1.

a. “Account” means your account for accessing the Service associated with your email address.

b. “Prescription” means a valid prescription for medication or other medical supplies or equipment issued by a properly licensed Prescriber, as defined herein, or other medical professional validly and appropriately licensed to write prescriptions in such prescriber’s state of practice.

c. “Service(s)” means the website operated by BeeSmartRx available at beesmartrx.com for the submission of, provision of offers to fill, and subsequent fulfillment of Prescriptions.

d. “Pharmacy” means any licensed pharmacy, licensed pharmacist, or such pharmacy or pharmacist’s authorized staff members that are registered to receive, make offers for, and fill Prescriptions through the Services.

e. “Patient” means any individual who registers for an account to submit Prescriptions, to receive quotes from Pharmacies, and to fill subscriptions through the Services.

f. “Prescriber” means any provider with prescriptive authority under Florida Law who registers to submit Prescriptions though the Services, including without limitation physicians, osteopathic physicians, physician assistants, advanced registered nurse practitioners, optometrists, podiatrists, veterinarians, or dentists.

g. “Terms” or “Agreement” means these Terms of Use.

h. “User,” ”you,” or “your” means a Patient who registers for an Account and uses the Services, and, to the extent applicable to them, Pharmacies and Prescribers.

2. Overview

The BeeSmartRx Service is an online venue where Prescribers and Patients submit Prescriptions to Pharmacies that provide competing offers for your acceptance and purchase of such Prescriptions. Users must register for an Account in order to utilize the Service. Upon User’s submission of a Prescription, BeeSmartRx facilitates the distribution of such Prescription to its network of Pharmacies and subsequently delivers to Patient a summary of the offers for such Prescription provided by Pharmacies.

3. Limitation

The Services are not intended to be, and must not be taken to be, the practice of medicine or the practice of other healthcare services by BeeSmartRx. Use of the Services does not create a Prescriber/Patient or physician/Patient relationship with BeeSmartRx. BeeSmartRx is not recommending or endorsing any specific prescription drug, pharmacy, or other product or service. Please seek medical advice before starting, changing, or terminating any medication or prescription.

4. Appointment as Agent

In order for BeeSmartRx to provide you with the Services, you must authorize BeeSmartRx to take certain actions on your behalf. By accepting these Terms, you appoint BeeSmartRx as your agent with respect to: (i) obtaining your medical information, including protected health information (“PHI”) subject to the health insurance portability and accountability act (“HIPAA”), from your healthcare provider(s), including exercising your right to obtain access to your PHI pursuant to 45 C.F.R. § 164.524 on one or more occasions while you are a BeeSmartRx User;

(ii) finding lower prices for your Prescriptions; (iii) finding arrangements that may reduce the cost to you of your Prescriptions; (iv) contacting healthcare providers, including Prescribers or Pharmacies, on your behalf to request information necessary to provide BeeSmartRx’s services, including without limitation your medical and healthcare coverage information, your medication history, and your billing information and history; and (v) creating other healthcare experiences for your consideration. Examples of communications that BeeSmartRx may make on your behalf as your agent include contacting your current Pharmacy to: (i) request transfer of your Prescription to a new Pharmacy; (ii) initiate a prescription refill or auto-refill; and (iii) request that the Pharmacy seek a Prescription renewal authorization from your Prescriber. Beesmart Rx may also contact your Prescriber so that the Prescriber may contact you regarding a refill renewal. BeeSmartRx will be authorized to act as your agent solely for the purpose of providing the BeeSmartRx Services outlined in these Terms. Your appointment of BeeSmartRx as your agent will end if this Agreement is terminated.

5. Eligibility; Availability.

You must not use the Services if you are not able to form legally binding contracts or are suspended from using the Services. All Accounts are associated with individual Users, who must not share Account credentials with others. The individual User associated with each Account shall be held responsible for all actions taken by or through the Account. You may only create one Account for your personal use of the Services with the exception that you may create an Account for your dependent(s) or on behalf of another person for whom you are authorized to purchase and pick up medications. Your use of the Services, whether on your own behalf or on behalf of any other person for whom you create an Account remains subject to these Terms.  We may, at our absolute discretion, refuse to register any person or entity as a User. Your Account, including any rights or obligations you have under this Agreement, is yours alone, and cannot be transferred or assigned to any third party without our prior written consent. The Services are only available within the United States, and are not intended for or directed to without limitation, residents of the European Union or European Economic Area.

6. Distribution; Ordering; Delivery.

a. Once you submit a Prescription, we will distribute the Prescription to the BeeSmartRx network of Pharmacies. Pharmacies will review your Prescription and submit their offers to BeeSmartRx. We will post their offers to you through your Account. You may then choose which offer you wish to accept, place your order, and arrange to pick up your Prescription or have it delivered, where available. BeeSmartRx is not responsible for errors related to Pharmacies’ offers or fulfillment of Prescriptions for any reason.

b. BeeSmartRx may contact you by telephone, email, or text message at any phone number you provide when you register for an Account. Message and data rates may apply, for which BeeSmartRx will have no liability. The primary reason for such contacts will be to facilitate the filling of your Prescription, but we may use this method for marketing purposes. You may opt out of receiving email and text messages by submitting a request to help@beesmartrx.com. In all events, our Privacy Policy will apply and will supersede the provisions hereof to the extent that they differ.

7. Links to Other Websites

The Services may contain links to other websites. BeeSmartRx is not responsible for the content, accuracy, or opinions on such websites, and such websites are not investigated, monitored, or checked for accuracy or completeness by us. No such website is approved or endorsed by BeeSmartRx. If you access these third-party websites, you do so at your own risk.

8. Using BeeSmartRx

While using the Services, you must not:

a. violate any local, state, or federal laws or regulations, or any policies that are posted on the Service;

b. infringe any third party’s intellectual property rights, privacy rights, publicity rights, or other rights;

c. take any action that may undermine the BeeSmartRx feedback or reputation systems, if any (such as displaying, importing, or exporting feedback information or using it for purposes unrelated to the Service);

d. circumvent or manipulate our fee structure, the billing process, or fees owed to BeeSmartRx;

e. transfer, sell, rent, or otherwise offer third-party access to your Account or the Services;

f. submit any Prescription through your Account on behalf of or for the benefit of any other individual, other than your dependents as set forth herein;

g. access or use another User’s account without their express consent;

h. distribute viruses, harmful code, phishing scams, or any other content or technologies, or otherwise take any other actions that do or are intended to harm BeeSmartRx, the Services, any Users or third parties, or their interests or property (including their intellectual property rights, privacy rights, and publicity rights);

i. “frame,” “mirror,” or otherwise incorporate any part of the Service into any other website, app, or system;

j. harvest or otherwise collect information of any type about Users whether for your own use of that of any third party, without the Users’ and BeeSmartRx’s consent;

k. modify, translate, adapt, edit, decompile, disassemble, or reverse engineer anysoftware programs used by us in connection with the Services;

l. copy, modify, or distribute content from the Services or otherwise infringe BeeSmartRx’s or any other Users’ intellectual property rights;

m. use any robot, spider, scraper, or other automated means to access the Services;

n. take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

o. interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any device, software system, or network connected to or used (by you or us) in relation to the Services or your Account; or

p. interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services.

9. Promotions

BeeSmart may choose to offer promotional events or new services, and such changes are effective when we post information about a temporary promotional event or new service on the Services, or as notified through promotional correspondence.

10. Patient Healthcare Choices

BeeSmartRx acts as a Patient’s agent in facilitating a variety of healthcare-related interactions with Pharmacies and Prescribers, but only to the extent that those interactions are initiated by the Patient. As a Patient, you remain responsible for your healthcare choices and decisions, including without limitation obtaining a written Prescription not in electronic form for submission to BeeSmartRX. The BeeSmartRx Services are designed to offer you choices and options regarding your healthcare without unduly limiting those choices and options. You may always choose to obtain healthcare products and services through channels other than the Services and from health care providers that do not have arrangements with BeeSmartRx.

11. Taxes

You are responsible for paying any taxes that accrue to you by your use of the Services, including any goods and services or value-added taxes. You acknowledge that you must comply with your obligations under tax provisions in your jurisdiction, including, without limitation, any and all applicable state and federal taxes.

12. Promotion

If you are a Pharmacy, we may display your Pharmacy’s name, logo, images, and other media as part of the Services and our marketing materials, except where you have explicitly requested that we do not do this, and we have agreed to such a request in writing.

13. Feedback, Reputation and Reviews

You do and shall assign and transfer to us all intellectual property rights in and to all feedback,reputation information, and reviews you post on the Services consisting of comments and anyratings together with any composite rating by us. You acknowledge that such feedback,reputation, and reviews belong solely to us, notwithstanding that we permit you to use it on ourServices while you remain a User. You must not use or deal in such feedback, reputation, andreviews in any way inconsistent with these Terms or our policies as posted on the Services fromtime to time.

You may not do (or omit to do) anything that may undermine the integrity of the BeeSmartRx feedback system. Our feedback ratings belong to us and may not be used for any purpose other than facilitating the provision of design and printing services via the Services. You may not use feedback in any other venue.

14. Advertising

We may display advertisements or promotions on the Services. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as a result of the presence of such advertisements or promotions or any subsequent dealings you may have with third parties.

15. User Rights

If a Pharmacy breaches any obligation to a Patient, the Patient is solely responsible for enforcing any rights that such Patient may have. Users’ rights may vary depending upon their local jurisdiction. Nothing in this Agreement is intended to supersede any applicable law that may not be waived or to violate the contract rights of any party. In the event any portion of this Agreement is deemed to be invalid or unenforceable, such portion shall be deemed severed and the remaining portions of this Agreement shall remain in full force and effect. Each User acknowledges and agrees that the relationship between Users, on the one hand, and Users and BeeSmartRx, on the other hand, is that of an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between or among us and you.

16. Right to Refuse Service

We may close, suspend, or limit your access to your Account without reason or for any reason at all. Without limiting the foregoing, we may close, suspend, or limit your access to your


a. if we determine that you have breached or are threatening to breach this Agreement;

b. if you renegotiate with another User privately, to attempt to avoid fees or otherwise circumvent the Service with respect to each discrete transaction initiated through the


c. if we determine that you have infringed any third party’s legal rights, including without limitation intellectual property rights;

d. if we determine that you have engaged or are threatening to engage in fraudulent or illegal activities;

e. you do not respond to or complete Account verification requests; or

f. for other reasons we may select in our sole discretion. Without limiting our other remedies, to the extent you have breached this Agreement, you must pay us all fees owed to us and reimburse us for all losses, costs, and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.

17. Disputes

If a dispute arises between you and BeeSmartRx, our goal is to address your concerns promptly and to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly to seek a resolution by emailing us at help@beesmartrx.com. This Agreement will be governed in all respects by the laws of Florida, USA, without regard to the internal law of Florida regarding conflicts of laws. Other than as provided herein, with respect to any suit, action, or proceeding relating hereto, each party hereby irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction located in Pasco County, Florida, and waives any objection thereto. The prevailing party to any dispute shall be entitled to reimbursement of its fees and costs from the other party. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING HEREUNDER.

Alternatively, for any claim, BeeSmartRx may elect to resolve the dispute in a cost effectivemanner through binding non-appearance-based arbitration. If BeeSmartRx elects arbitration,such arbitration will be initiated through an established alternative dispute resolution (ADR)provider, which is to be mutually selected from a panel of ADR providers that BeeSmartRx willprovide to you. The ADR provider and the parties must comply with the following rules: (i) thearbitration shall be conducted by telephone, online, or be solely based on written submissions;(ii) the arbitration shall not involve any personal appearance by the parties or witnesses; and (iii any judgment on the award rendered by the arbitrator may be entered in any court of competentjurisdiction.

All claims you bring against BeeSmartRx must be resolved in accordance with these Terms. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of these Terms. Should you file a claim contrary to these Terms, BeeSmartRx may recover its legal fees and costs accrued in responding thereto (including without limitation in-house lawyer and paralegal fees), provided that BeeSmartRx has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim. You shall not pursue any claims arising under this Agreement on a class action or other representative basis, and will not seek to coordinate or consolidate any arbitration or action hereunder with any other proceeding.

If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, BeeSmartRx will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.

BeeSmartRx’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

18. Survival and Release

This Agreement, including any addenda hereto, supersedes any other agreement between you and BeeSmartRx and contains the entire understanding of the parties relating to the subject matter hereof. As set forth above, however, the Privacy Policy shall supersede these Terms to the extent they differ.

If any part of this document is found to be unenforceable, that part will be limited to the minimum extent necessary so that this document will otherwise remain in full force and effect. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Any invalid or unenforceable provision shall be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and this Agreement shall be construed and enforced as if the Agreement did not contain that particular provision to the extent of its invalidity or unenforceability.

Our failure to enforce any part of this document is not a waiver of any of our rights to later enforce that or any other part of this document. The waiver of any breach of any term, covenant, or condition herein contained, or our failure to seek redress for the violation of, or to insist upon the strict performance of any covenant or condition of this Agreement shall not be deemed to be a waiver of such term, covenant, or condition or any subsequent breach of the same. We may assign to third parties any of our rights and obligations under this Agreement from time to time.

If there is a dispute between or among Users or any other third party, BeeSmartRx is under no obligation to become involved. In the event that you have a dispute with one or more Users or other third parties, you release BeeSmartRx, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

19. Closing Your Account

You may close your Account at any time. Account closure is subject to your paying any outstanding fees or amounts owing on the Account. We may retain some of your personal information to satisfy regulatory requirements and our own external obligations. Closing your account does not necessarily delete or remove all of the information we hold.

20. Privacy

BeeSmartRx is the sole owner of the personal information collected on its website, including without limitation any information that you give us by email or by direct contact with you. We use your information as described in the BeeSmartRx Privacy Policy at https://www.beesmartrx.com/privacy-policy which is incorporated herein and made a part hereof. If you object to your information being transferred or used in accordance with the Terms herein or the terms of the Privacy Policy, then you must not use our Services. For the avoidance of doubt, your name and personal details shall be used for identity purposes in the normal course of conducting business. This may include use on invoices, on your profile page, and any other relevant pages where you conduct business on the Service. We may, however, disclose your information to individuals or entities who are involved in the process of providing care and who are considered “covered entities” under the law. Otherwise, we will not sell or share your personal information with any third party other than as necessary to provide you the Services.

21. Indemnification

You shall indemnify, defend, and hold harmless BeeSmartRx (and our officers, directors, agents, managers, members, subsidiaries, lawyers, insurers and employees) from and against any and all claims, liabilities, suits, losses, damages and expenses, including without limitation reasonable attorneys’ fees, due to any claim arising out of your breach of this Agreement or your infringement of any law or the rights of a third party in the course of using the Services.

22. Security

You must immediately notify us upon becoming aware of any unauthorized access or any other security breach to the Services or your Account and do everything possible to mitigate the unauthorized access or security breach (including preserving evidence and notifying appropriate authorities). Your User Account is yours only, and you must not share your password with others. You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unauthorized access of your Account resulting from your failure to secure your password.

23. No Warranty or Liability as to Services

Our Services and all content on it are provided on an ‘as is’, ‘with all faults’ and ‘as available’ basis and without warranties of any kind either express or implied. Without limiting the foregoing, and other than as may be expressly set forth herein to the contrary, we make no representation or warranty about:

a. the Services;

b. the accuracy, reliability, availability, timeliness, or content of the submission of, offers for, fulfillment of, or delivery of Prescriptions;

c. whether the Services will be up-to-date, uninterrupted, secure, error-free, or non-misleading;

d. whether defects in the Services will be corrected;

e. whether any data, content, or material will be preserved or backed up or whether business continuity arrangements are in place with respect to the Services;

f. the Services being free of errors or malicious code, being secure, being confidential, performing at any particular standard, or having any particular function. To every extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, quality, suitability, and non-infringement.

24. Limitation of Liability

In no event shall we, our related entities, our affiliates, or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:

a. any indirect, special, incidental, or consequential damages that may be incurred by you;

b. any loss of income, business, or profits (whether direct or indirect) that may be incurred by you;

c. any claim, damage, or loss that may be incurred by you as a result of any of your transactions involving the Services;

d. any content or services provided by any third party.

The limitations on our liability to you above shall apply whether or not we, our related entities, our affiliates, or staff have been advised of the possibility of such losses or damages arising. Not with standing the above provisions, nothing in this Agreement is intended to limit or exclude any liability on the part of us and our affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation. Under any applicable law that would prohibit exclusion or limitation, BeeSmartRx’s total aggregate liability, under or in relation to any warranty or condition implied by law, shall be limited to the aggregate sum total of fees paid to BeeSmartRx by the User in connection with User’s access to the Services.

In addition to the foregoing, to the extent permitted by law, BeeSmartRx, its affiliates or its partners, shall not be liable to User (directly or indirectly) for any loss, claim, or damages of whatsoever kind or nature, whether direct, indirect, general, or special, arising out of or relating to the conduct of any User or anyone else in connection with the use of the Services.

25. Notices

Legal notices to you will be served to the email address you provide to BeeSmartRx during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.

Any notices to BeeSmartRx must be given by registered U.S. Mail to the following address:

7826 Tina Ct , PORT RICHEY, FL 34668.

26. Interpretation

Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.

27. Communications

You consent to receive notices and information from us with respect to the Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.