Terms and Conditions

BY CLICKING “I AGREE,” CHECKING A RELATED BOX TO SIGNIFY YOUR ACCEPTANCE, USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE SERVICE (AS DEFINED BELOW) OR OTHERWISE AFFIRMATIVELY ACCEPTING THESE TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CREATE AN ACCOUNT OR USE THE SERVICE. YOU HEREBY GRANT AGENCY AUTHORITY TO ANY PARTY WHO CLICKS ON THE “I AGREE” BUTTON OR OTHERWISE INDICATES ACCEPTANCE TO THESE TERMS AND CONDITIONS ON YOUR BEHALF.

DISPUTE RESOLUTION: UNLESS YOU TIMELY OPT-OUT OF ARBITRATION IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, YOU AND WE AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR YOU AND THE MEDICAL GROUPS OR PROVIDERS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE SERVICE, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION AND YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.

IF YOU HAVE A MEDICAL EMERGENCY, SEEK IN-PERSON EMERGENCY CARE IMMEDIATELY OR DIAL 911. THE SERVICE IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. THIS AGREEMENT IS SUBJECT TO CHANGE AS PROVIDED HEREIN.

Baseline RX (“BaselineRx,” “we,” or “us”) owns and operates the website located at www.baselinerx.com and may have previously, now, or in the future own and/or operate a BaselineRx mobile application (collectively, the “Platform”). Your access and use of the Platform, any part thereof, or anything associated therewith, including its content (“Content”), any products or services provided through the Platform or otherwise by BaselineRx, communications and personalized recommendations based on your use of the Platform, and any affiliated website, software or application owned or operated by BaselineRx (collectively, including the Platform and the Content, the “Service”) are governed by these Terms and Conditions (“Terms and Conditions” or “Agreement”).

Please read this Agreement carefully because it sets forth the important terms you will need to know about the Service. In this Agreement, the terms “you” and “yours” refer to the person using the Service, or in the case of a use of the Service by or on behalf of a minor, “you” and “yours” refer to and include (i) the parent or legal guardian who provides consent to the use of the Service by such minor or uses the Service on behalf of the minor; and (ii) the minor for whom consent is being provided or on whose behalf the Service is being utilized. Please see the “Limited Use and Availability” Section of this Agreement for more information regarding use of the Service by minors and applicable limitations on such use. Notwithstanding the foregoing, the Service is not intended for individuals under the age of eighteen (18) and individuals under the age of eighteen (18) are prohibited from using all or any part of the Service or entering into this Agreement, except where a parent or legal guardian provides consent in accordance with applicable state law and the requirements of this Agreement.

Acceptance of Terms and Conditions

Your access to and use of the Service is subject to this Agreement, as well as all applicable laws and regulations. If you do not accept and agree to be bound by this Agreement in its entirety, you are strictly prohibited from visiting, accessing, registering with and/or using the Service or any information or Content provided through the Service, except as necessary to review this Agreement. The Service is continually under development, and we reserve the right to revise or remove any part of this Agreement or the Service in our sole discretion at any time and without prior notice to you. Any changes to this Agreement are effective upon posting to the Platform. Unless otherwise indicated, any new Content added to the Service is also subject to this Agreement upon posting to the Platform. If you disagree with this Agreement or any terms or conditions herein, your sole remedy is to discontinue your use of the Service. Your continued use after a change to this Agreement has been posted constitutes your acceptance of this Agreement as modified by such changes.

Your Relationship with Us

We make available to individuals who register as users of the Service (“Users”) certain products and services sold or offered by BaselineRx or by third party medical providers, pharmacies, laboratories, or other vendors via our Service. Our Service provides access to prescription fulfillment services offered by one or more contracted pharmacies (the “Pharmacies”) and may include access to laboratory services from contracted laboratories (the “Labs”). You agree and understand that your prescription(s) may be filled by and transferred between any of the Pharmacies, and you agree that the Service may do so on your behalf. We may also provide you with access to one or more medical groups or affiliated practices that provide healthcare services through the Platform (the “Medical Groups”). These Medical Groups employ or contract with physicians, allied health professionals, and other licensed healthcare professionals who offer certain healthcare services through the Platform (“Providers”). By accepting this Agreement, you acknowledge and agree that any services you receive from the Labs, Pharmacies, Medical Groups, or Providers through the Platform are also subject to this Agreement, and that the Pharmacies, Medical Groups, Providers, and certain Labs are third party beneficiaries of this Agreement.

We do not control or interfere with the practice of medicine by the Medical Groups or any Providers, each of whom is solely responsible for directing the medical care and/or treatment they provide to you. By accepting this Agreement, you acknowledge and agree that BaselineRx is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient or other healthcare provider-patient relationship with BaselineRx. By using the Service, you may, however, be entering into a doctor-patient or other healthcare provider-patient relationship with the Medical Group and/or one or more Providers. Further, we do not control or interfere with any professional service provided by the Labs and Pharmacies, each of which is solely responsible for their provision of professional services rendered via the Service.

By accepting this Agreement, you acknowledge and agree that the Medical Group and/or Providers may send you messages, reports, and emails via the Service regarding your results, diagnosis, and/or treatment. You understand and agree that BaselineRx is not responsible for the security or privacy of communications services you use to receive the aforementioned messages, reports, and emails sent via the Service. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that neither BaselineRx, the Medical Group, nor any Provider will be responsible in any way and you will not hold BaselineRx, the Medical Group, or any Provider liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the Medical Group or your Provider(s).

While you are not establishing a doctor-patient or other healthcare provider-patient relationship with BaselineRx, by using the Service, you are establishing a direct customer relationship with BaselineRx to use the Service, including the purchase of any non-prescription products or non-medical services sold directly to you by BaselineRx via the Service. In connection with such relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy. Please refer to the “Privacy Policy” section and the “Protected Health Information” section below for additional information.

Notice Regarding Your Financial Responsibility for Services

BaselineRx and the Medical Groups are not enrolled with, and are not participating providers with, any federal or state healthcare programs (i.e., Medicare, Medicaid) or commercial payers for the provision of any healthcare services or supplies and, as such, neither you nor BaselineRx or the Medical Groups may receive payment from such programs or payers for the services or products provided to you by BaselineRx or the Medical Groups. Further, to the extent that any of the Labs, Pharmacies, or Providers may be enrolled in federal or state healthcare programs, the focus of certain services and products on wellness, health education, and prevention and the means through which the services and products are provided or made accessible through the Service typically precludes such services and products from being covered benefits under these programs. By choosing to use the Service, you are specifically choosing to obtain products and services on a cash basis outside of any federal or state healthcare program or commercial payer. Thus, you are solely responsible for the costs of any service or product provided to you.

By agreeing to use the Service, you acknowledge and agree that (1) you are explicitly choosing to obtain products and services on a cash basis outside of any federal or state healthcare program or commercial payer program and you have sole financial responsibility for all services or products provided to you by or through the Service; and (2) neither you nor BaselineRx, the Labs, the Pharmacies, the Medical Groups, or the Providers will submit a claim for reimbursement to any federal or state healthcare program or commercial payer for the costs of the services and products provided to you through the Service.

Subscription Products and Services

Certain products and services available for purchase through the Service require that you purchase the product and/or service on an automatically renewing subscription basis. For subscription-based products and services, your payment device will be automatically charged at regular intervals as described for that product or service during the checkout process until you cancel your subscription. Your first renewal may be charged early to prevent any discontinuity in treatment. Your subsequent renewal charges and shipments, where applicable, may be charged and/or shipped up to two (2) days early to accommodate holidays or for other operational reasons to support continuity of treatment. We, the Pharmacies, and/or the Providers may, but are not required to, perform outreach to you from time to time via the Service to request updates to your information and to facilitate ongoing subscriptions. You may cancel a subscription at any time in-app or through your online account under “My Subscriptions,” by contacting Customer Support at hello@reply.baseline-rx.com, or by directly requesting a cancellation. Cancellation will take effect at the end of the current subscription period. Your subscription will automatically renew for another subscription period unless you cancel at least two (2) days before the applicable renewal processing date of your subscription. We do not offer refunds for partially used subscription periods, although we may provide refunds on a case-by-case basis in our sole and absolute discretion. We may also offer you the ability to pause your subscription for a specified period of time. If you do not cancel before the end of the pause period, charging to your payment device will resume automatically. We may change our subscription plans and prices from time to time; however, we will provide you advance notice of any price changes or changes to your subscription plans.

Except when you choose to fill a prescription with a pharmacy other than the Pharmacies, you will only see and be required to pay a single “total” subscription price for subscription products ordered through the Service. If a subscription product you purchase requires a consultation with a Provider, includes a prescription product that you fill through one of the Pharmacies, includes laboratory services, and/or includes other clinical services, then the total price you pay includes the amounts charged for use of the Service, as well as amounts charged by the Pharmacy for the prescription drug, the Lab for laboratory services, and the amount charged by the Medical Group for the services of the Provider, as applicable, which amounts are collected on behalf of and paid to the Pharmacies, Labs, and Medical Groups, respectively.

Prescription Products

Certain products available through the Platform require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription product unless you have completed a consultation with one of the Providers, the Provider has determined the prescription product is appropriate for you, and the Provider has written a prescription.

If a Provider determines a prescription product is appropriate for you and writes a prescription, you will receive information about your options for filling the prescription. Certain prescriptions can be filled through one of the Pharmacies by using the Platform or you may fill the prescription at any pharmacy of your choice as prompted during your use of the Service or by emailing your request to Customer Support at hello@reply.baseline-rx.com. Prescriptions may also be transferred among the Pharmacies without notice. Not all prescriptions fulfilled by the Pharmacies use child-resistant packaging and your prescription product may not be dispensed in a child-resistant container.

Some prescriptions are not available through the Pharmacies or must be filled by a local pharmacy of your choice as prompted during your use of the Service, including prescriptions used for many common primary care conditions.

If you fill a prescription with a pharmacy other than the Pharmacies, the Service will send the prescription to your selected pharmacy, but you will be responsible for picking up or otherwise obtaining the prescription product and paying the pharmacy directly for the cost of the prescription product.

If you complete a consultation with a Provider and fill a prescription through one of the Pharmacies, the prescription product is shipped to you by the applicable Pharmacy. The costs associated with the prescription are included in the total charged to you by the Service as described in the “Subscription Products” section above, unless otherwise noted at checkout.

Certain prescription products available through the Platform are “Third-Party Goods and Services” as described in the Third-Party Goods and Services section of this Agreement.

Laboratory Products and Services

If laboratory testing services are accessible through the Platform (the “Testing Services”), they require an order by a licensed healthcare provider. You will only be able to obtain access to the Testing Services through the Platform if you submit the requested intake information and a Provider has determined that the applicable laboratory product and/or service is appropriate for you and orders it. Laboratory products and services coordinated through the Platform can only be fulfilled by the Labs. In order to obtain authorized Testing Services, you will need to schedule and present for laboratory services within the timeframe indicated at a designated Lab, or, in connection with certain Testing Services as indicated on the Platform, submit a sample to the Lab for testing using an at-home collection kit. If using an at-home collection kit, you are responsible for collecting and submitting samples in accordance with all notices and instructions included in the at-home collection kit. If you do not provide an adequate sample or do not return the sample within the timeframe set forth in the instructions, the Lab may not be able to process your sample.

If you receive any laboratory products and/or services from a Lab through the Platform, these are products and/or services of the Labs. Any applicable testing or collection materials that are shipped to you are prepared and shipped to you by the applicable Lab. The Platform is serving as the conduit of the Lab regarding the Lab products and services, and the costs associated with the laboratory products and services are included in the total charged to you by the Service.

Refunds for laboratory products and services may be provided on a case-by-case basis in our sole and absolute discretion.

Requested Services

You understand and agree that your use of the Service inherently involves your requesting the features and products available on the Platform and via any communication channel between you and BaselineRx.

In limited cases, BaselineRx may use artificial intelligence technologies such as generative AI and machine learning (“AI”) to improve the quality and efficiency of our customer support and your clinical care. For example, when you communicate via the messaging platform, BaselineRx may use AI to (i) help you make changes to your account or (ii) draft responses for customer care or for a qualified licensed healthcare professional to review. You will be informed when you are directly interacting with an AI-supported chatbot, agent, or similar communications channel in accordance with applicable law. BaselineRx does not use AI to make clinical decisions. All messages sent to you by your care team through the messaging platform are reviewed and approved by a qualified licensed healthcare professional and your Provider remains fully responsible for your care. We provide AI tools on an “as is” and “as available” basis and do not give any warranties.

The Service may also involve certain uses of personal information that is considered sensitive in certain jurisdictions or otherwise subject to heightened legal obligations. You understand that by using the Service or Platform, you are requesting that BaselineRx and/or the Medical Groups process your personal information, including sensitive personal information, as necessary to provide you the features described on the BaselineRx website and the Platform or as otherwise required to provide the Service to you. This may include, for example, sending you personalized recommendations relating to your use of the Service by email and/or on the Platform.

Limited Use and Availability

Our Service is currently only available to individuals who are located in states in which we offer the Service, are at least eighteen (18) years of age or older, or at least the age of majority in their jurisdiction of residence, if higher than eighteen (18), and who have accepted this Agreement. By visiting, accessing, registering with, or using the Service, you are (a) representing and warranting to us that you are at least eighteen (18) years of age or older or at least the age of majority in your jurisdiction of residence, if higher than eighteen (18); (b) representing and warranting to us that when you use the Service to consult with a Provider, you are located in the same state as the shipping address you provide in your account at the time that you conduct such consultation; (c) agreeing to comply with all applicable laws in visiting, accessing, registering with, or using the Service; and (d) agreeing that you will only use the Service for lawful purposes. Our Service is subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

Certain products available through the Service are subject to additional age restrictions, and not all products or services are available to all ages.

In some cases, the Service may not be the most appropriate way for you to provide information to, communicate with, or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Provider, or your Provider may determine that your diagnosis and/or treatment requires an in-person office visit or are otherwise not appropriately addressed through use of the Service. In such a case, you may receive notification that you will be unable to use the Service for the particular issue you submitted with additional information regarding next steps.

Consent to Use of Telehealth Services

Telehealth involves the delivery of healthcare services using electronic communications, information technology, or other means between a healthcare provider and a patient who is not in the same physical location. While the provision of healthcare services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. Telehealth services are not a substitute for in-person care in all cases. In order to use the Service, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Patient Consent”) that will be provided to you via the Service. You agree that BaselineRx is a third-party beneficiary of the Patient Consent and has the right to enforce it against you.

Duty to Provide Information, Access, and Connectivity

You are responsible for providing and maintaining, at your own risk, option, and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Service) to enable use of the Service, including but not limited to, a computer or mobile device with a video camera and Internet access. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service. You also have a duty to provide truthful, accurate, and complete information in any forms or other communications you submit to or through the Service. We reserve the right to change the access configuration, including any software, hardware or other requirements of the Service at any time without prior notice.

Privacy Policy

BaselineRx understands the importance of confidentiality and privacy regarding your personal information. Please see our Privacy Policy for a description of how we collect, use, and disclose your personal information.

Protected Health Information

When you set up an account with BaselineRx, you are creating a direct customer relationship with BaselineRx that enables you to access and/or utilize the various functions of the Service as a user. As part of that relationship, you provide certain personal information to BaselineRx, including but not limited to your name, email address, shipping address, and phone number, that we may collect, use, and disclose in accordance with our Privacy Policy, and that we do not consider to be “health” or “medical” information.

However, in using certain components of the Service, you may also provide certain “health” or “medical” information that may be provided specific protections under applicable laws. BaselineRx is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”). One or more of the Labs, Pharmacies, or Medical Groups may or may not be a “covered entity” or “business associate” under HIPAA, and BaselineRx may in some cases be a “business associate” of a Lab, Pharmacy, or Medical Group. It is important to remember that, while state-specific privacy laws may apply, HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and HIPAA may not apply to your transactions or communications with BaselineRx, the Medical Groups, the Providers, the Labs, or the Pharmacies. To the extent BaselineRx is deemed a “business associate” however, and solely in its role as a business associate, BaselineRx may be subject to certain provisions of HIPAA with respect to “protected health information,” as defined under HIPAA, that you provide to the Labs, Pharmacies, or Medical Groups (“PHI”). In addition, any medical or health information that you provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Protected Information”), will be used and disclosed only in accordance with such applicable laws. However, any information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under our Privacy Policy. Protected Information does not include information that has been de-identified in accordance with HIPAA.

The Medical Groups and Providers have adopted a Notice of Privacy Practices that describes how they use and disclose Protected Information. By accessing or using any part of the Service, you are acknowledging receipt of the Notice of Privacy Practices from your Medical Group and Provider(s).

By using the Service, you are agreeing that even if HIPAA does apply to BaselineRx, the Medical Groups, the Providers, the Labs, or the Pharmacies, any information that you submit to BaselineRx that is not intended and used solely for the provision of diagnosis and treatment by the Medical Group and Providers or prescription fulfillment by the Pharmacies or laboratory services by the Labs is not considered Protected Information, and will only be subject to our Privacy Policy and other applicable laws.

Registration; User Accounts, Passwords, and Security

You are obligated to register and set up an account in the Platform in order to access the Service, and the Service is available only to Users who have registered and have been granted accounts with usernames and passwords. (For avoidance of doubt, information you provide to BaselineRx in order to register and set up an account on the Platform, including name, username, email address, shipping address, and phone number, are not considered Protected Information as defined above.) You agree to accurately maintain and update any information about yourself that you have provided to BaselineRx, a Medical Group or its Providers, the Labs, or the Pharmacies. If you do not keep such information current, or fail to submit truthful, accurate, and complete information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of the Service. You also agree to immediately notify BaselineRx of any unauthorized use of your username, password, or any other breach of security that you become aware of involving or relating to the Service by contacting BaselineRx at hello@reply.baseline-rx.com.

In addition, you agree to keep confidential your username and password and to exit from your User account at the end of each session. BaselineRx explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You may not use anyone else's account at any time.

When establishing an account, you will be required to provide a username and password that will be used as your login for your account. To help protect the privacy of data you transmit through the Service, where personally identifiable information is requested, we also use technology designed to encrypt the information that you input before it is sent to us using Secure Sockets Layer (SSL) technology or similar encryption technology. In addition, we take steps to protect the User data we collect against unauthorized access. However, you should keep in mind that the Service and our services are run on software, hardware, and networks, any component of which may, from time to time, require maintenance or experience problems or breaches of security beyond our control. In addition, persons with access to your computer, phone, or other mobile or other devices may be able to access the Service and information about you, including medical information, contained in the Service. It is your responsibility to affirmatively logout from your account when you are not actively using it. It is also your responsibility to secure and prevent unauthorized physical access to your computer, phone, and other devices, and to protect the confidentiality of your username and password.

You must exercise caution, good sense, and sound judgment in using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you. BaselineRx may investigate any alleged or suspected violations and if a criminal violation is suspected, BaselineRx may cooperate with law enforcement agencies in their investigations.

Use and Ownership of the Service

The Service and the information and Content available through the Service are protected by copyright laws throughout the world. Subject to this Agreement, BaselineRx grants you a limited, non-transferable, revocable license to access and use the Service for your personal use. Unless otherwise specified by BaselineRx in a separate license, your right to use any of the Service or the Content is subject to this Agreement and all rights in the Service and Content are reserved by BaselineRx. You agree that BaselineRx and its suppliers own all rights, title, and interest in the Service (including but not limited to, any computer code, themes, objects, concepts, photographs, product descriptions, blog posts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Service. BaselineRx's stylized name and other related graphics, logos, service marks, and trade names used on or in connection with the Service are the trademarks of BaselineRx and may not be used without permission, including in connection with any third-party products or services. Other trademarks, service marks, and trade names that may appear on or in the Service are the property of their respective owners.

License to Information Submitted via the Service

Subject to any limitations on Protected Information described below, any information you transmit to BaselineRx via the Service, whether by direct entry, submission, email, or otherwise, including data, questions, comments, forum communications, or suggestions (collectively, “Submissions”), will, to the extent permitted under applicable law, be treated as non-confidential and non-proprietary. Subject to any applicable account settings that you select, you grant BaselineRx a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Submissions (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Submissions has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not BaselineRx, are responsible for all of the Submissions that you provide to the Service. In addition to the foregoing, BaselineRx shall have the right, in its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose that BaselineRx deems necessary or desirable, and you irrevocably waive any and all so-called moral rights you may have in the Submission. You further agree that you shall have no right of approval and no claim to compensation in connection with the Submission.

If a Submission you make contains Protected Information, BaselineRx's rights under this section with respect to the use or disclosure of such Protected Information will be limited as and to the extent required under applicable law.

Prohibited Use

You are prohibited from using or attempting to use the Service: (i) for any unlawful, unauthorized, fraudulent, or malicious purpose; (ii) in any manner that could damage, disable, overburden, or impair any server, or the network(s) connected to any server; (iii) in any manner that could interfere with any other party's use and enjoyment of the Service; (iv) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining, or any other means; (v) to access systems, data, or information not intended by BaselineRx to be made accessible to a user; (vi) to obtain any materials or information through any means not intentionally made available by BaselineRx; (vii) to reverse engineer, disassemble, or decompile any section or technology on the Service; or (viii) for any use other than the business purpose for which it was intended, such as making use of AI-supported agents or chatbots, or similar communication channels, in a manner explicitly prohibited or restricted by the agent or chatbot.

In addition, in connection with your use of the Service, you agree you will not: (a) upload or transmit any message, information, data, text, software, images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or that may invade another's right of privacy or publicity; (b) create a false identity or duplicative accounts for the purpose of misleading others or impersonate any person or entity, including, without limitation, any BaselineRx representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) upload or transmit any material that you do not have a right to reproduce, display, or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (d) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware, or any other similar software or programs that may damage the operation of another's computer or property of another; (e) delete any author attributions, legal notices, or proprietary designations or labels that you upload to any communication feature; (f) use the Service's communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); (g) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing,” or any other form of solicitation, commercial or otherwise; (h) violate any applicable local, state, national, or international law; (i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright, or other proprietary rights of any party; (j) delete or revise any material posted by any other person or entity; (k) manipulate or otherwise display the Service by using framing, mirroring, or similar navigational technology; (l) probe, scan, test the vulnerability of, or breach the authentication measures of, the Service or any related networks or systems; (m) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services or any contests, promotions, or sweepstakes if you are not expressly authorized by such party to do so; (n) harvest or otherwise collect information about others, including email addresses; (o) use any robot, spider, scraper, or other automated or manual means to access the Service, or copy, download, distribute, or reproduce any content or information on the Service; or (p) assist or permit any person in engaging in any of these activities.

BaselineRx reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a User's access and/or account. BaselineRx may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.

Except as may be provided in the Privacy Policy or prohibited by applicable law, BaselineRx reserves the right, at all times, to disclose any information as BaselineRx deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in BaselineRx's sole discretion.

Right to Monitor

BaselineRx reserves the right to monitor general use of the Service at any time as it deems appropriate and to remove any materials that, in BaselineRx's sole discretion, may be illegal, may subject BaselineRx to liability, may violate this Agreement, or are inconsistent with BaselineRx's purpose for the Service.

Third-Party Goods and Services

Parties other than BaselineRx, including certain Labs, Pharmacies, Medical Groups, and Providers, provide services or sell products through the Service (collectively, “Third Parties”), and BaselineRx may also make available to you for purchase certain services, devices, items, or products manufactured, distributed, or sold by Third Parties (“Third-Party Goods and Services”). Your use of any Third-Party Goods and Services and any interactions with Third Parties, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such use or interactions, are solely between you and such Third Parties. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction involving Third Parties or any Third-Party Goods and Services. You are solely responsible for, and shall exercise caution, discretion, common sense, and judgment in, using the Service and disclosing personal information.

You agree that BaselineRx shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Service, including any Third-Party Goods and Services or your interactions with any Third Parties. In the event of any dispute between you and any Third Party, any other User, or any other entity or individual, you understand and agree that BaselineRx is under no obligation to become involved in such dispute, and you hereby release and indemnify BaselineRx and its corporate parents, subsidiaries, and affiliates, and all of their respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys (collectively, “BaselineRx Parties”) from any and all claims, demands, and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Certain of BaselineRx's shareholders, directors, officers, employees, contractors, or agents (collectively, “BaselineRx Owners and Personnel”) may have a financial interest in one or more Third Parties and may profit from your use of the Third Parties and/or the sale of Third-Party Goods and Services to you.

Terms of Sale

All products offered for sale by BaselineRx are subject to availability and we reserve the right to impose quantity limits on any order or reject all or any part of an order without prior notice. In the event of an error, we reserve the right to correct the error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged. Prices for products are subject to change at any time. You are responsible for any applicable sales, use, duty, customs, or other governmental taxes, levies, or fees (“Taxes”) due with respect to your purchase of products or services through our Service. We will collect applicable Taxes if we determine we have a duty to collect Taxes. We will present an estimate of Taxes we collect at checkout, except where we have clearly stated in writing that a price includes Taxes. The actual Taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates. We are not required to, and do not, collect Taxes in all states. You may have a duty to directly report and pay Taxes if we do not collect such Taxes.

Only valid payment methods acceptable to us may be used to complete a purchase via the Service. You represent and warrant that you are authorized to use your designated payment method. You authorize us to charge your designated payment method for the total amount of your order (including any applicable taxes and shipping and handling charges). If your designated payment method is declined, we will attempt to process your charge until the transaction is approved. We and our third-party payment service providers may request, and may receive, updated payment card information from your payment card issuer, such as updated card numbers and expiration date information when your credit card has expired. If such updated information is provided to us and our third-party payment service providers, you agree we may update your account information accordingly, and will use such updated information to process payments for your future purchases and applicable subscription charges (including any applicable taxes, shipping and handling charges). Your payment card issuer may give you the right to opt out of providing vendors and third-party payment service providers with your updated card information. If you wish to opt out of your payment card's updating service, you should contact your card issuer. We are not responsible for any fees or charges that your bank or payment card issuer may apply. If your bank or card issuer reverses a charge to your payment card, we may bill your account directly and seek payment by another method including a mailed statement.

If any of the products in your order are unavailable, we will only charge the prices, Taxes, and other applicable charges associated with the products that are included in the shipment. In connection with any purchase you make through the Service, you may be asked to supply certain information relevant to the transaction, including, without limitation, your payment card number and expiration date, your billing address, your shipping address, your phone number, and/or your email address. By submitting such information, you grant BaselineRx without charge the irrevocable, unencumbered, universe-wide, and perpetual right to provide such information (and any updated information we receive) to third parties (e.g., payment processing companies) for the purpose of facilitating the transaction.

All credit card, debit card, and other monetary transactions on or through the Service occur through an online payment processing application(s) accessible through the Service. This online payment processing application(s) is provided by third-party online payment processing vendors (collectively, “Payment Vendors”). Additional information about our Payment Vendors and their respective privacy policies and information security measures is available on the applicable Payment Vendor's website. Reference is made to the Payment Vendor's policies for informational purposes only and they are in no way incorporated into or made a part of this Agreement. BaselineRx's relationship with Payment Vendors, if any, is merely contractual in nature; they are nothing more than third-party vendors to BaselineRx and are in no way subject to BaselineRx's direction or control.

You agree to pay any shipping and handling charges, if any, shown at the time you make a purchase. We reserve the right to increase, decrease, add, or eliminate shipping and handling charges from time to time, but we will provide notice of the changes applicable to you before you make your purchase. Any delivery dates or times shown as part of the checkout process are estimates only and are not guaranteed. Unless we state otherwise in writing via the Service, risk of loss or damage to a product passes to you upon delivery of the product to our designated carrier.

We reserve the right to remedy User issues and concerns on a case-by-case basis. We reserve the right, in our sole discretion, to resolve customer issues and concerns based on the facts and circumstances of each User.

Termination

BaselineRx may terminate your use of the Service or any of our features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement, if any or all of the agreements between BaselineRx and the Medical Groups, Labs, or Pharmacies terminate, or if we discontinue the Service. The provisions of this Agreement concerning Service security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitation of liability, arbitration and resolution of Disputes, indemnity, and jurisdictional issues shall survive any such termination or any other termination of this Agreement or your relationship with BaselineRx. You agree that if your use of the Service is terminated pursuant to this Agreement, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold all BaselineRx Parties harmless from any and all liability that any such BaselineRx Parties may incur with respect thereto.

Except as otherwise provided in the Privacy Policy or as required by applicable law (including any obligation to provide access to health records), we have no obligation, whether before or after the termination of your use of the Service, to return or otherwise provide to you or any third party on your behalf any Content, any information you provide to us, any information your Providers provided to us about or relating to you, or any other information that we may have that relates to you.

Disclaimers

Content and other information contained on the Service is provided by BaselineRx as a convenience. Users relying on Content or other information from the Service do so at their own risk.

THE SERVICE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. ANY ACCESS TO OR USE OF THE SERVICE IS VOLUNTARY AND AT THE SOLE RISK OF THE USER. ANDREW MEDS AND EACH THIRD PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE, INCLUDING THE MEDICAL GROUPS, THE PROVIDERS, THE LABS, AND THE PHARMACIES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, SATISFACTORY QUALITY, AND FITNESS FOR PARTICULAR PURPOSE WITH REGARD TO THE SERVICE, AND WITH RESPECT TO ANY INFORMATION, CONTENT, PRODUCT, SERVICE, MERCHANDISE, OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SERVICE OR THE PLATFORM. ANDREW MEDS DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR USEFULNESS OF THE SERVICE. ANDREW MEDS DOES NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, CORRUPTION, CYBER ATTACK, VIRUSES, MALWARE, OR ANY ADVERSE INCIDENT.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANDREW MEDS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, AND CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, OR WRONGFUL DEATH, LOSS OF DATA, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY INFORMATION AND CONTENT MADE AVAILABLE THROUGH THE SERVICE OR ANY SERVICES PERFORMED OR PRODUCTS OFFERED BY THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANDREW MEDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANDREW MEDS SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $1,000.

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE OR CONTENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold BaselineRx Parties and any Third Parties offering products or services through the Service, including the Medical Groups, Providers, Labs, and Pharmacies, harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys' fees and litigation expenses) relating to or arising from your use of the Service, your fraud, violation of law, or willful misconduct, any breach by you of this Agreement, or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.

Notices

Any notices to you from BaselineRx regarding the Service or this Agreement may be made by email, a posted notice on the Service, or regular mail, in the sole discretion of BaselineRx.

Electronic Communications

When you access or use the Service or send emails or SMS messages to us, any Medical Group or its Providers, you are communicating with us, the Medical Group, and its Providers electronically. You consent to receive communications from us, the Medical Group, and its Providers electronically. We will communicate with you via email, SMS messaging, or through the Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in this Agreement.

As part of the Service, you may opt-in to marketing/promotions and/or transactional communications delivered to you via SMS from BaselineRx. Messages may be sent using an automatic telephone dialing system. Message and data rates may apply. Send HELP for help or STOP to opt out of further communications. Carriers are not liable for delayed or undelivered messages. Message frequency varies.

Copyright

It is BaselineRx's policy to terminate use of the Service by any User who repeatedly infringes copyright upon prompt notification to BaselineRx by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Service of the material that you claim is infringing; (4) your address, telephone number, and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for BaselineRx's Copyright Agent for notice of claims of copyright infringement is as follows: hello@reply.baseline-rx.com.

Entire Agreement

This Agreement and any other agreements BaselineRx may post on the Service or that you and BaselineRx may execute from time to time constitute the entire agreement between BaselineRx and you in connection with your use of the Service and supersede any prior agreements between BaselineRx and you regarding use of the Service, including prior versions of this Agreement.

Binding Arbitration / Class Waiver

YOU AND WE EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE, OR OTHER CONTROVERSY BETWEEN YOU AND US OR ANY OF THE ANDREW MEDS PARTIES, ANY MEDICAL GROUPS, PROVIDERS, LABS, OR PHARMACIES ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO THE ANDREW MEDS PARTIES, THE PLATFORM, THE CONTENT, OR THE SERVICE, OR ANY OTHER GOODS, SERVICES, OR ADVERTISING BY ANDREW MEDS OR ANY OF THE ANDREW MEDS PARTIES, LABS, PHARMACIES, MEDICAL GROUPS, OR PROVIDERS, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY, OR VALIDITY OF ANY PROVISION OF THIS AGREEMENT (COLLECTIVELY, “DISPUTES”), THAT IS NOT RESOLVED BY AN INFORMAL DISPUTE RESOLUTION CONFERENCE (AS DEFINED AND DESCRIBED BELOW), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM A REPUTABLE ARBITRATION PROVIDER (“ARBITRATION PROVIDER”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE ARBITRATION PROVIDER'S RULES AND PROCEDURES. YOU AND THE ANDREW MEDS PARTIES ACKNOWLEDGE THAT WE ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR AND OUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN. FOR PURPOSES OF THIS ARBITRATION AGREEMENT, “DISPUTE” WILL ALSO INCLUDE DISPUTES THAT AROSE OR INVOLVE FACTS OCCURRING BEFORE THE EXISTENCE OF THIS OR ANY PRIOR VERSIONS OF THE TERMS AND CONDITIONS AS WELL AS CLAIMS THAT MAY ARISE AFTER THE TERMINATION OF THESE TERMS AND CONDITIONS.

In the event a Dispute arises between us, we are committed to working with you to reach a reasonable resolution. You and we agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost, and mutually beneficial outcome. You and we therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to us that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to hello@reply.baseline-rx.com or regular mail to our offices located at 418 Broadway #10762, Albany, NY 12207. The Notice must include: (1) your name, telephone number, mailing address, and e-mail address associated with your account (if you have one); (2) the name, telephone number, mailing address, and e-mail address of your counsel, if any; and (3) a description of your Dispute. To be valid, you must personally sign the Notice.

If you and we are unable to resolve a Dispute within thirty (30) days after the applicable Informal Dispute Resolution Conference, either party may commence arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.

Before you commence an arbitration under this Arbitration Agreement, you must provide us with a written request for arbitration (the “Request”) that includes: (1) your name; (2) residence address; (3) username (if applicable) and email address associated with your User account (if applicable); (4) a detailed description of the Dispute, including the relief you seek; and (5) a statement certifying completion of the Informal Dispute Resolution Conference, as described above. Before we commence arbitration of a Dispute against you, we will provide a written Request to you with a detailed description of the Dispute and the relief we seek and certification of completion of the Informal Dispute Resolution Conference. Any Request you send to us should be mailed to Baseline RX, 418 Broadway #10762, Albany, NY 12207, ATTN: Dispute Notice. We will provide the Request to your email address on file.

The arbitration will be conducted in either [PENDING: arbitration venue state], or the county where you reside, unless the parties agree otherwise in writing. The arbitrator's award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction. These Terms and Conditions evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the parties expressly intend that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration.

YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified otherwise herein. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

YOU AND WE AGREE THAT, EXCEPT AS SPECIFIED HEREIN, ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM SUBJECT TO ARBITRATION PURSUANT TO THIS AGREEMENT AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. NO ARBITRATION OR CLAIMS SHALL BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION OR CLAIMS EXCEPT AS EXPLICITLY SPECIFIED HEREIN. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).

If you do not wish to be bound by this Arbitration Agreement, you can opt out of this Arbitration Agreement within thirty (30) days after first becoming subject to this Arbitration Agreement. To opt out, you must send: (1) your name; (2) residence address; (3) email address; and (4) a clear statement that you want to opt out of the Arbitration Agreement to: Baseline RX, 418 Broadway #10762, Albany, NY 12207, ATTN: Arbitration Opt-Out (the “Opt-Out Notice”). You must sign the Opt-Out Notice for it to be effective. Any Opt-Out Notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or our rights. If you opt out of this Arbitration Agreement, all other parts of these Terms and Conditions will continue to apply to you.

Governing Law; Venue; Severability of Provisions

This Service is controlled and operated by BaselineRx from our offices within [PENDING: state of primary operations]. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent applicable. Access to the Service from jurisdictions where the contents of the Service are illegal or penalized is prohibited.

The validity, interpretation, construction, and performance of this Agreement will be governed by the laws of the State of [PENDING: governing-law state], without regard to any conflicts of law provisions.

All parts of this Agreement apply to the maximum extent permitted by law. Our failure to enforce any provision of this Agreement will not constitute a waiver of such right. We both agree that if we cannot enforce a part of this Agreement as written, then that part will be replaced with terms that most closely match the intent of the unenforceable part to the extent permitted by law. Except as otherwise provided in this Agreement, the invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

No Agency Relationship

Neither this Agreement, nor any Content, materials, or features of the Service create any partnership, joint venture, employment, or other agency relationship between you and BaselineRx, the Medical Groups, the Providers, the Labs, or the Pharmacies. You may not enter into any contract on our behalf or bind us in any way.

Assignment

You may not assign any of your rights under this Agreement, and any such attempt will be null and void. BaselineRx may, in its sole discretion, assign or transfer, without further consent or notification, this Agreement or any or all of the contractual rights and obligations pursuant to this Agreement, in whole or in part, to any affiliate of BaselineRx or to a third party in the event that some or all of the business of BaselineRx is transferred to such other third party by way of merger, sale of its assets, or otherwise.

Third Party Beneficiaries

Any use of third-party software provided in connection with the Service, or any Third-Party Goods and Services accessed or used in connection with the Service, will be governed by the applicable third party's license or terms of use, if any, and if there is no such license or terms of use, by this Agreement. In addition to this Agreement, your use of the Service must comply with all applicable third-party terms of agreement, if any.

Except for the foregoing or as otherwise specifically set forth in this Agreement, including with respect to the indemnification obligations contained herein in favor of BaselineRx, the Medical Groups, the Pharmacies, the Labs, and the Providers and the agreement to arbitration, we hereby expressly agree that there is no intent by either party to create or establish third party beneficiary status rights or their equivalent in any other referenced individual, subcontractor, or third party, and, except as specifically set forth in this Agreement, that no third party shall have any right to enforce any right or enjoy any benefit that is created or established under this Agreement.

Contacting Us

If you have any questions or concerns about this Agreement, please contact us:

Baseline RX

418 Broadway #10762

Albany, NY 12207

Email: hello@reply.baseline-rx.com