1. Medigi.com, MedShorts.com, and 503B.com

You are being provided a limited, revocable, non-transferrable, non-sublicensable and non-exclusive right to the access and use of the Sites. By accessing and using the Site(s) and/or Services, You acknowledge and accept of these Terms and all other policies, guidelines and standards referenced herein. Please consult these Terms regularly as they may change from time-to-time. You must register as a Pharmacy and authorize the use and disclosure of the Pharmacy’s address, license(s), appropriate contact person(s), and any other necessary details (“Pharmacy Information”) to register the Pharmacy with The Companies for the purpose of allowing Us to provide the Services and as otherwise disclosed in our Privacy Policy before you can actively participate in the Services.

2. Service Description

We offer licensed pharmacies online access to procure pharmaceuticals directly from source manufacturers. Once your pharmacy is vetted, Authorized Users will have: secure webbased logins, marketplace catalogue visibility with real-time pricing, multi-manufacturer shopping cart, PO generation, email notifications (with frequency settings), customer support, reporting, and consolidated invoicing.

3. Transaction Fee; Payment Terms; Late Fees

Each time You complete a purchase through one of the Sites, a transaction fee will be applied to the order. This fee covers the Services of the Site(s) including but not limited to payment of service fees for customer service and the technology required to host the Site(s). Depending on the payment terms selected, You may receive transaction fee discounts.

Payment Terms

Select one of the Payment Terms below:

• 7 Day Terms: ACH payment scheduled 7 days from the date the product is received (2% transaction fee).
• 15 Day Terms: ACH payment scheduled 15 days from the date the product is received (3% transaction fee).
• 30 Day Terms: ACH payment scheduled 30 days from the date the product is received (4% transaction fee).
• Point of Delivery: Credit card charged within 7 days upon the receipt of the product (3.5% transaction fee; with an additional 1.5% merchant processing fee applied to the order).

A request to change Payment Terms may be made after the first 12 months and each 12 months thereafter the Agreement Effective Date. Changes to Payment Terms will be agreed to by both Parties in writing.

Late Fees

Whenever a late payment is due to a cause attributable to Customer, all amounts not paid when due by a Customer shall accrue interest daily at the lesser of an annual rate of eighteen percent (18%) or the highest rate permissible by law on the unpaid overdue balance until paid in full.

Billing Agent

Regardless of the Sites from which you make a Purchase, you will generally be invoiced and billed by MedShorts.com or MedShorts, LLC (“MedShorts”), which serves as the Billing Agent for the Companies. All payments invoiced by MedShorts should be paid to MedShorts unless otherwise directed in any invoice.

Returns

No returns are accepted unless stated otherwise. Manufacturer return policies, if available, differ from one another. Contact medigi directly to check if your purchase order is eligible for a return. Please note that any discounted short-dated medication bought through the MedShorts channel on medigi.com are NOT subject to return. All MedShorts sales are final.

4. Content For Informational Purposes Only

The information that You obtain or receive from the Companies, or their employees, contractors, partners, sponsors, advertisers, licensors or otherwise on the Site(s) or regarding Services is for informational and purchase facilitation purposes only. All medically related information is derived from independent health care professionals and organizations. Although some medically related content, text, data, graphics, images, suggestions, guidance, product details, product availability, vendor details, and other material (collectively, “Information”), including information provided in direct response to Your questions or postings, may be provided on the Site(s) and/or through the Services, such Information does not constitute and shall not be construed as a professional opinion, medical advice, or relied upon to diagnose or treat of any particular condition, but is provided solely to assist You with locating products made available by independent sellers on the Site(s).

No Information provided on the Sites and/or through the Services and in any other communications from or provided through The Companies shall be construed as a substitute for, nor does it replace, professional medical advice, diagnosis, or treatment. Do not use this Sites in the event of an emergency or to obtain emergency services; if You experience a medical emergency, call 911 immediately. Do not disregard, avoid or delay obtaining medical advice from a qualified health care professional because of information contained on the Sites and/or Services. Your use of the Information is solely at Your own risk. Nothing stated or posted the Sites and/or Services is intended to be the practice of medicine or the provision of medical care.

5. Absence of Buyer/Seller Relationship

No buyer/seller relationship is created between Us and You by You using Information provided by or through the use of the Sites and/or Services or through any other communications from Us including, but not limited to, links to other Sites and/or services. We do not monitor or review the content of other parties’ websites and/or services that are linked to or from this Our Sites. Opinions or information expressed on Our Sites or on linked websites are not necessarily shared or endorsed by Us and We are not the publisher of such opinions or material. Please be aware that We are not responsible for the privacy practices or content of other parties’ websites. We encourage You to be aware when You leave any of Our Site(s) and to read the privacy policies of other websites. You should evaluate the security and trustworthiness of any other website connected to or accessed through our Site(s) before disclosing any information to them. We will not accept any responsibility for any loss or damage resulting from your disclosure of information to third parties, regardless of whether you relied upon any information or links on our Site(s) to reach such third parties’ websites.

Information provided on Our Site(s) is for Your convenience only. We take no responsibility for and make no representation, guaranty, or warranty, expressed or implied, about the vendors listed on the Site(s) or the fitness, suitability, qualifications, or quality of their products. Information contained on the Site(s) is publicly available information, and We cannot warrant or guarantee that the Information is accurate, complete or reliable. We cannot be held liable for the accuracy, reliability, or completeness of information provided by vendors, nor shall we be held accountable for the quality of products or services provided by any vendor listing its products on the Sites. It is Your responsibility to evaluate the quality and competence of any vendor, and to obtain any supplemental information regarding such vendor as You may deem necessary. By using the Site(s), You agree that We cannot and will not be held liable for any loss or damage suffered by You as a result of inaccurate, unreliable or incomplete Information by or about a vendor or a vendor’s products. We do not recommend any specific vendor or that you make a purchase from any vendor.

You should perform Your own investigation into the qualifications and credentials of a particular vendor before ordering products from such vendor. We are not responsible for cancelled or missed deliverables, nor shall we be responsible for any damages or injuries resulting from the misuse or unavailability of any products or services delivered or undelivered by any vendor.

6. User Representations and Acknowledgements

By purchasing product through the site, you acknowledge, understand, and agree:

• Choosing a vendor is entirely Your own choice and responsibility.
• Any and all prices and costs associated with products published to the Sites include a premium for the Services. You will pay the full costs published on the Site(s) to Us for any and all products you receive from any vendor through the Site(s).
• As new features are added to the Site(s), We may charge a subscription fee for use or access to certain features. Subscription fees will be agreed to in writing before You are invoiced.
• Vendors are listed on the Site(s) pursuant to a contractual agreement between each vendor and Us.
• Vendors may pay a fee to Us to appear and have products appear on Our Site(s).
• Products purchased are intended for Your own use and not for resale.

If You choose to rely on any of the Information provided by the Site(s), You do so solely at Your own risk. We provide lists and/or profile previews of vendors. To aid in the discovery of vendors and enable the maximum choice and diversity of vendors who participate in the Services, lists and profile previews may also be based on other criteria (including, for example, vendor availability, past selections by and/or ratings of vendors by You or by other users, and past experience of users with vendors).

The Site(s) serve as an intermediary platform facilitating the purchase of products by users Purchasing Facility from contracted vendors. We do not manufacture, compound, possess, or produce products for sale on the Site(s) and We are not responsible for the products sold through the Site(s).

7. Website Accuracy

We make an effort to verify the accuracy of the Information, the timeliness and accuracy of any or all of the Information is not guaranteed. None of the parties who have been involved in the preparation or publication of the Site and/or Services can assure You that the Information contained herein is in every respect accurate or complete, and We are not responsible for any errors or omissions or for the results obtained from the use of such Information.

PROCEDURES/PRODUCTS/SERVICES: The procedures, products, services and devices discussed and/or advertised within the Site and/or Services may not be suitable for or applicable to You. We make no claims as to the effectiveness of any such procedures, products, services or devices. Any products and/or services represented on the Site and/or Services by advertisers, sponsors, and other Site and/or Services participants, either paid or unpaid, are presented solely for Your awareness.

8. User Accountability

You are responsible for all costs and expenses of all Services provided to You by vendors profiled on the Site(s) who render services to You. You are responsible for Your use of the Site(s) and Services, including protecting your login name and password (“Credentials”). You remain responsible for any employee or agent to whom you provide your Credentials (whether such employee agent obtained them with or without Your permission or consent). You may use the Site(s) for lawful, non-commercial purposes only. Product returns are only permissible if the Vendor has a return policy, if the product is damaged in transit, or if the product received does not match your purchase order. You may not use contact information provided by Our users or vendors, or harvest such information for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications such as SPAM. You may not allow others to use Your account to violate the terms of this section. We may terminate Your purchasing status or access to the Site(s) immediately and take other legal action if You or anyone using Your Credentials violates these provisions. You may not use the Site(s) or Services in any manner that could damage, disable, overburden, or impair Our servers or networks, or interfere with any other party's use and enjoyment of the Site(s) or Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, computer systems, or networks through whether by hacking, password mining, or any other means. Without limiting any of the foregoing, You agree that You shall not:

• copy, share, modify, adapt, translate, or reverse engineer any portion of the Site(s), including any content, materials, or code;
• remove, copy, distribute, republish, sell, or exploit any copyright, trademark or other proprietary rights notices contained in or on the Site(s) or in or on any content or other material obtained via the Site(s) for any commercial gain or purpose whatsoever;
• use any robot, spider, search and retrieval application, or other automated device, process, or means to access, retrieve, or index any portion of the Site(s);
• access, retrieve or index any portion of the Site(s) for purposes of constructing or populating a searchable database of reviews related to the health care industry or vendors;
• reformat or frame any portion of the web pages that are part of the Site(s);
• fraudulently misuse any of Our Site(s) by queuing or placing orders which you have no intention of keeping;
• create user accounts by automated means or under false or fraudulent pretenses;
• collect or store personal data about other users of Our Site(s); or
• use any means to conduct web scraping of any portion of the Site(s).

9. Copyright Notice

All material included on the Site(s), such as text, graphics, logos, images, photographs, audio clips, digital downloads, data compilations and software (“Content”) is Our property, exclusively owned by Us or Our corporate affiliates or third-party licensors and is protected by United States and international copyright laws. Modification or use of the Content not expressly in compliance with these Terms is prohibited and will constitute a violation of Our intellectual property rights. Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without Our prior written consent, except that You may download, print, distribute, and use pages from the Sites and/or Services for your own informational, non- commercial purposes, or for general, non-commercial distribution.

10. Disclaimer of Warranties

This Site(s) and Services are provided by Us on an “as-is” and “as available” basis. We make no representations or warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement of third- party rights or intellectual property. Your use of this Site(s) and Services is at Your sole risk. We do not warrant that the Information in the Site(s) is accurate, reliable, up-to-date or correct, that this Site(s) will be available at any particular time or location, or for any period of time, or that any of the Sites is free of errors, defects, viruses or other harmful components. Content may include technical inaccuracies or typographical errors and We may make changes or improvements at any time. You assume the entire cost of all necessary servicing, repair, or correction in the event of any loss or damage You suffer arising from the use of this Site(s). We make no warranties that Your use of the Content will not infringe the rights of others and assume no liability or responsibility for errors or omissions in such content.

Without limiting the generality of the foregoing, neither We nor any of Our principals, employees, independent contractors, agents, or representatives make any claims, representations, or warranties regarding the Site(s) and/or Services or the results, benefits, assurances, advantages, utility, safety, efficacy, success or popularity of, or results that may be attained, by using or accessing the Site(s).

11. General Limitation of Liability

Neither Us, nor any of Our affiliates, directors, officers, and employees, nor any other party involved in creating, producing, or delivering the Site(s) or Services is liable for any direct, incidental, consequential, special, indirect, or punitive damages arising out of Your access to, or use of the Site(s) or Services or the failure of the Site(s) to operate or the failure of the Services to be available or produce any specific result. Except for Our indemnification obligations, in no event shall We be liable for any direct, indirect, special, punitive, incidental, exemplary or consequential, damages or any damages whatsoever, even if We have been previously advised of the possibility of such damages, whether in an action in contract, negligence, or any other theory, arising out of or in connection with the use, inability to use or performance of the information, services, products and materials available from any of our Site(s). We do not manufacture or compound products and shall have no liability whatsoever for any product liability, regarding of any negligence on our part. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Your acceptance of this limitation of liability is an essential term and We would not grant You access to the Site(s) without your agreement to this essential term or these Terms. If you are a California resident, you waive your rights with respect to 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 favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

12. Termination

Upon any violation of these Terms or Site policies (including any applicable privacy policy) by You or someone using Your Credentials, We may terminate and/or suspend Your registration and access to the Site(s) immediately, with or without notice. We may also cancel or suspend Your registration for any other reason, including inactivity for an extended period, upon thirty (30) days written notice. You shall have the right to terminate your purchasing status with Us upon thirty (30) days written notice. We shall not be liable to You or any third party for any termination of your access to the Site(s) or any of the Services. You agree not to attempt to use the Site(s) or Services after any such termination or suspension (provided, in the case of deactivation due exclusively to Your inactivity, You may re-register). Notwithstanding the foregoing, the provisions these Terms that apply to rights or obligations of a party which continue or arise upon or after the termination or expiration of this Agreement or which must survive termination to serve their essential purpose shall survive the termination or expiration of these Terms and Your termination of the right to access the Site(s).

13. Entire Agreement

These Terms and any supplemental terms, policies, rules, and guidelines posted on the Site(s), including the privacy policy, constitute the entire agreement between You and Us and supersede all previous written or oral agreements with respect to the subject matter hereof. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of these Terms and the remaining portions shall remain in full force and effect. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

By accessing the Site(s), you shall be deemed to accept any applicable privacy policy posted on any such Site.

14. Assignment

You may not assign this Agreement without Our written consent. We may assign this Agreement in connection with a transfer of all or substantially all of the assets of any of the Companies or any of our Affiliates, in connection with any corporate restructuring, and as we deem reasonably necessary to provide a continuity of the Services.