Terms of Service

1) RXNT SOFTWARE SERVICES

This Agreement provides Customer access and use of RXNT’s web-based subscription services, as specified on the electronic or written order between the parties (Subscription Summary), which is incorporated by reference into this Agreement and made part of it. Customer may purchase RXNT PM (Practice Management), RXNT EHR (electronic health records), and RXNT ERX (electronic prescribing), and related services under this Agreement (Services).

2) USE OF SERVICES

a. RXNT Responsibilities

Training. RXNT shall provide online training to Customer during the Standard Onboarding Period (defined in Attachment B) for the Service Customer has subscribed to. All End Users must complete online training prior to the End User being granted access to the e-Prescribing application.

Support. RXNT must provide customer support for the Services as further detailed in the RXNT Support Policy. Customer shall be responsible for its own devices, systems, applications, connections and software used to access the Services.

b. Customer Responsibilities

Access by Employees and Contractors. Customer may allow its employees and contractors to access the Services in compliance with the terms of this Agreement and the applicable Subscription Summary, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this Agreement by its employees and contractors.

Restrictions and Responsibilities. Customer may not (i) sell, resell, rent or lease the Services, use the Services beyond its internal operations or reverse engineer the Services, (ii) use the Services to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights), (iii) interfere with or disrupt the integrity or performance of the Services, (iv) attempt to gain unauthorized access to the Services or its related systems or networks, (v) reverse engineer the Services or remove or modify any proprietary marking or restrictive legends in the Services, (vi) use the Services in violation of any law, including without limitation, HIPAA, Telephone Consumer Protection Act and any spam laws (for example, CAN SPAM), or (vii) access the Services to build a competitive product or service, or copy any feature, function or graphic of the Services for competitive purposes. Customer is solely responsible for Customer Information (defined below), must use commercially reasonable efforts to prevent unauthorized access to the Services, must notify RXNT promptly of any such unauthorized access, and may use the Services only in accordance with its user guide and applicable law.

Customer Information. All data, information, images and files entered or uploaded by Customer to the Services remains the sole property of Customer, as between RXNT and Customer (Customer Information), subject to the other terms of this Agreement. Customer grants RXNT a non-exclusive, royalty-free license to modify, store, transmit and otherwise use the Customer Information for purposes of RXNT performing under this Agreement. Notwithstanding the foregoing, if Customer’s access to the Services is suspended for non-payment of fees in accordance with Section 3(d), RXNT will have no obligation to provide Customer Information to Customer until Customer remedies such non-payment as provided in this Agreement.

Accuracy of Information Provided by Customer. Customer represents and warrants to RXNT that all Customer Information, Content (defined below) and other material provided under Customer’s account, by Customer or on its behalf, is true, correct and accurate. If Customer learns that any Customer Information or Content provided to RXNT as part of the Services is not true, correct or accurate, Customer must immediately notify RXNT by phone and in writing of this fact, and provide the true, correct and accurate information to RXNT. RXNT relies on Customer representations regarding the truth, accuracy and compliance with laws of Customer Information and Content. RXNT IS NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY CUSTOMER’S FAILURE TO COMPLY WITH THIS PARAGRAPH, IRRESPECTIVE OF ANY ACT OR OMISSION ON THE PART OF RXNT.

Aggregation Services and De-identified Data. RXNT may use protected health information to provide you with data aggregation services (as that term is defined by HIPAA) and to create de-identified data in accordance with 45 CFR 164.514(a)-(c) retaining any and all ownership claims related to the de-identified data it creates from protected health information. RXNT may use, during and after this Agreement, all aggregate anonymized information and de-identified data for purposes of enhancing the Services, technical support and other business purposes, all in compliance with the HIPAA Privacy Standards, including without limitation the limited data set and de-identification of information regulations.

Electronic Prescriptions for Controlled Substances. If Customer uses the Services for Electronic Prescriptions for Controlled Substance (Electronic Prescriptions), the following applies:

• Tokens. Each Electronic Prescription account is assigned to a specific provider (Prescribing Provider) authorized by Customer. Each Prescribing Provider will be provided with a hard token provided by a third party (Hard Token) and confirmation letter. If the Hard Token is lost, damaged or becomes inoperable, there will be an additional fee for a new Hard Token or confirmation letter. Each Prescribing Provider will also be provided a soft token provided by a third-party (Soft Token). The Soft Token must be downloaded/stored on a separate device from the computer or device on which the Prescribing Provider gains access to the Electronic Prescriptions feature and transmits prescriptions. The Hard Tokens and Soft Tokens are referred to generally as a Token.
• Customer Responsibilities. Customer and each Prescribing Provider agrees: (a) that each Prescribing Provider shall retain sole possession of the Hard Token and not to share the login passphrase with any other person; (b) that each Prescribing Provider may not allow any other person to use the Token or enter the login passphrase in order to sign controlled substance prescriptions; (c) that failure to secure the Token, login passphrase, or any biometric information may provide a basis for revocation or suspension of the Electronic Prescriptions account; (d) to notify RXNT within one business day of discovery if: (i) Customer or a Prescribing Provider is contacted by a pharmacy because one or more controlled substance prescriptions are displaying the incorrect United States Drug Enforcement Administration (DEA) number; (ii) if Customer or a Prescribing Provider discover that one or more controlled substance prescriptions issued using a Prescribing Provider DEA number were not consistent with the prescriptions actually signed, or were not signed at all; (iii) if a Prescribing Provider’s Token has been lost, stolen, or the authentication protocol has been compromised in any way; (e) that the Prescribing Provider is responsible for any controlled substance prescriptions written using its two-factor authentication credential; (f) that Prescribing Providers have the same responsibilities when issuing electronic prescriptions for controlled substances as when issuing paper or oral prescriptions; (g) to prescribe controlled substances only for legitimate medical purposes; (h) to review security logs on a daily basis for any security incidents; and (i) to report to the DEA any security incident and provide RXNT with a copy of such report. Customer agrees to keep all security incident reports on file for a period of two years.

Electronic Prescriptions (Excluding Prescriptions for Controlled Substances). If Customer uses the Services for Electronic Prescriptions (excluding prescriptions for controlled substances), the Customer and each Prescribing Provider agrees: (a) to only prescribe on their own behalf and not give away password or credentials to another person to prescribe for them; and (b) to take the same responsibility you would when transmitting paper or phone prescriptions.

Electronic Prescriptions in General. If Customer uses the Services for Electronic Prescriptions, Customer agrees to use Form I-9 to verify the identity and employment authorization of all End Users hired for employment, and must be able to provide evidence of such upon RXNT request. Customer and Prescribing Provider agree that Prescribing Provider (i) will not share their registration login credentials or give their login credentials to anyone else, (ii) is responsible for maintaining the confidentiality of their password, and (iii) agrees to accept responsibility for all activities that occur under their account or password.

c. Additional Terms

Content; Warranties. Customers may upload or submit content, files and information to the Services (Content). As between RXNT and Customer, all Content belongs to Customer, and Customer hereby grants RXNT a non-exclusive irrevocable, perpetual, royalty free license to display, store, distribute, share, modify and otherwise use such Content for purposes of this Agreement. All other elements that are provided by RXNT are solely owned by RXNT, and will not be retained by Customer upon suspension, expiration, or termination of this Agreement. Customer represents and warrants to RXNT that (i) any Content submitted to the Services does not violate any copyright, trade secret, privacy or other third-party right; (ii) it will not submit any Content that is untrue, defamatory, harmful to any person, or violates HIPAA Privacy Rules, State or Federal laws on patient privacy, and (iii) all patient testimonials submitted by Customer are accurate and have the patient's consent and comply with ethical guidelines of professional medical associations as well as state and local medical and private practice boards and governing bodies.

Reminders, Statements, and Other SMS Messages. Customer agrees that by registering for the Services, including any request forms or use of communications features, constitutes a request for RXNT to send email, fax, phone call, or SMS reminders about upcoming appointments, billing statements, multi-factor authentication (MFA), special offers, and upcoming events. RXNT is not responsible for any text messaging or data transmission fees. If Customer provides a cellular phone number and agrees to receive communications from RXNT, Customer specifically authorizes RXNT to send text messages or calls to such number. Customer represents and warrants it has the authority to grant such authorization. Customer is not required to consent to receive text messages or calls as a condition of using the Services and may opt out of such messages through the Services.

Reviews & Opinions. RXNT does not endorse, validate as accurate, or necessarily agree with any of the reviews, links and user generated content from users or Customers on the Services. RXNT reserves the right to refuse to publish any patient review provided by Customer.

Advertisements. RXNT reserves the right to place advertisements or messages from third parties on webpages of the Services. Such advertisements or messages from third parties may be visible to users as well as Customers.

3) PAYMENT TERMS

a. Payment

Customer must pay all fees as specified on any order form or quote, and must pay all fees for any additional services utilized, as specified in the Pricing Policy. All fees are due upon receipt. Customer is responsible for providing complete and accurate billing and contact information to RXNT and notifying RXNT of any changes to such information.

b. Credit Card and ACH

Customer must pay all fees (US$) with a credit card or via ACH put on file with RXNT (“Payment Source”). Customer hereby authorizes RXNT to charge such credit card or withdraw from Customer’s bank account via ACH for all purchased Services and related services, and any renewals. Customer’s Payment Source will be charged immediately upon enrollment for the Services. For each renewal
thereafter, Customer’s Payment Source will be charged after email notification by RXNT three (3) days prior to renewal (“Renewal Date”). An invoice and a receipt of payment are both available on the Renewal Date.

c. Taxes

RXNT’s fees do not include any taxes, levies or other similar governmental assessments (Taxes). Customer is responsible for the payment of all Taxes associated with its purchases under this Agreement. RXNT is solely responsible for taxes assessable against RXNT based on its income, property and employees.

d. Suspension of Service for Non-Payment

RXNT may suspend or terminate the Services, or both, if Customer has not paid amounts owed to RXNT when due. In advance of any suspension or termination, RXNT will make commercially reasonable efforts to send a minimum 3-day notice of payment default to Customer prior to suspension or termination (Customer is responsible for updating its contact information with RXNT and notifying RXNT of any changes to such information).

e. Fee Changes

All fees may be changed with 60 days’ advance email notice to Customer. Customer is responsible for keeping its updated email address on file with RXNT.

f. Postage Fees

Since postage rate increases are publicly announced by the United States Postal Service, RXNT will automatically apply the rate increase to all services impacted by the change without advance notice.

4) WARRANTY/SERVICE LEVEL AGREEMENT/DISCLAIMERS

a. Availability

RXNT will make commercially reasonable efforts to maintain uptime of 99%.

b. Mutual Compliance with Laws

Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under this Agreement.

c. NO MEDICAL ADVICE PROVIDED BY RXNT

The Services do not provide medical advice, provide medical or diagnostic services, or prescribe medication. Use of the Services is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. Customer agrees that it is solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining all applicable patients' medical and medication history and allergies), obtaining patient’s consent to use the Services (including without limitation the patient portal portion of the Services), and for all of its decisions or actions with respect to the medical care, treatment, and well-being of its patients, including without limitation, all of Customer’s acts or omissions. Any use or reliance by Customer upon the Services will not diminish that responsibility. Customer assumes all risks associated with Customer’s clinical use of the Services for the treatment of patients. Neither RXNT nor its licensors assume any liability or responsibility for damage or injury (including death) to Customer, a patient, other person, or tangible property arising from any use of the Services.

d. CUSTOMER’S COMPLIANCE WITH MEDICAL RETENTION LAWS AND PATIENT RECORDS ACCESS

Customer is responsible for understanding and complying with all state and federal laws related to retention of medical records, patient access to information and patient authorization to release data. Customer agrees that it will obtain any necessary patient consent prior to using the Services (including without limitation the patient portal portion of the Services) and will apply settings to exclude information from availability in the patient portal portion of the Services as necessary to comply with state or federal law.

e. DISCLAIMERS

RXNT DISCLAIMS ALL OTHER WARRANTIES OTHER THAN THOSE EXPRESSLY STATED IN OTHER PROVISIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE RXNT TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICES, RXNT DOES NOT GUARANTEE THAT THE SERVICES CANNOT BE COMPROMISED. RXNT DISCLAIMS ANY WARRANTY REGARDING ANY PERCENTAGE OF COLLECTION OF CLAIMS FOR CUSTOMER.

5) MUTUAL CONFIDENTIALITY

a. Definition of Confidential Information

Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). RXNT's Confidential Information includes without limitation the non-public portions of the Services. Confidential Information excludes information that: is or becomes generally known to the public without breach of any obligation owed to Discloser; was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; is received from a third party without breach of any obligation owed to Discloser; or was independently developed by the Recipient without use or access to the Confidential Information.

b. Protection of Confidential Information

The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees, contractors, and clients (as the case may be) who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this Agreement. The Recipient may disclose Confidential Information (i) to the extent required by law or legal process; (ii) to its legal or financial advisors, provided that such advisors are bound by a duty of confidentiality that includes use and disclosure restrictions; and (iii) as required under applicable securities regulations. In addition, each Party may disclose the terms and conditions of this Agreement on a confidential basis to current and prospective investors, acquirers and lenders and their respective legal and financial advisors in connection with due diligence activities.

6) PROPRIETARY RIGHTS

a. Reservation of Rights by RXNT

The software, workflow processes, user interface, designs, know-how and other technologies provided by RXNT as part of the Services (RXNT Technologies) are the proprietary property of RXNT and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with RXNT. RXNT reserves all rights unless expressly granted in this Agreement.

b. AMA and ADA Content

AMA Content. The AMA Content is licensed to Customer as follows: RXNT grants Customer a non-exclusive, license for the duration of the Services to use such materials for Customer’s internal use solely with the Services, with the right to make additional copies of the material for such duration and purpose (Licensed Documentation). AMA Content means the coding work of nomenclature and codes for reporting of healthcare services from the print publication Current Procedural Terminology, Fourth Edition and the data file of Current Procedural Terminology (CPT) published by the American Medical Association in the English language as used in the United States. AMA Restrictions: Customer may not use outside the United States, publish, distribute or create any derivative work (including without limitation translation), transfer, sell, lease, license or otherwise make available the AMA Content, or a portion or copy of such content, except as expressly provided in this Agreement. This sublicense is limited to one user for each active provider associated with Customer’s account. Customer is responsible for seeking additional user licenses directly from the American Medical Association if it requires more than one user license per active provider. CPT is a copyright and a registered trademark, of the American Medical Association.

ADA Content.

The CDT is licensed to Customer as follows: RXNT grants Customer a non-exclusive, non-transferable right to use the CDT for Customer’s internal use solely with the Services (Licensed Documentation). The CDT means the textual, graphic and other editorial content included in the ADA developed publications titled CDT 2021: Current Dental Terminology (“CDT”) and all Updates as defined herein. The CDT content includes, but is not limited to, the Code on Dental Procedures and Nomenclature, a glossary, the ADA dental claim form and other dental information. This License grants End-User the right: (a) to install and use the CDT on End User’s computer system; (b) to retrieve CDT codes, descriptors and nomenclature via commands contained in the Bundled Products for the exclusive use of End User its employees; (c) to reproduce and distribute partial listings of the CDT codes, nomenclature and descriptors in various printed and electronic documents for purposes of claims processing, billing and patient treatment, via commands contained in the Bundled Product; (d) to print limited portions of the CDT solely for the exclusive use of End User; and (e) to print a complete listing of the CDT codes, nomenclature and descriptors solely for the exclusive use of Customer. ADA Restrictions: Customer may not and may not permit anyone else to (a) copy the CDT; (b) alter, amend, change or modify the CDT, including the CDT codes, nomenclature and descriptors or other content of the CDT; (c) remove any copyright or other proprietary notices, labels or marks from the CDT or from output created by using the Services; (d) distribute, sell, assign, lease or otherwise transfer the CDT, including any portion thereof, in any printed, machine-readable or other form to any other person, firm or entity; or (e) use the CDT, whether on a time-sharing, remote job entry or other multiple user arrangement. Customer shall take reasonable measures to maintain the security of the CDT. These restrictions shall not limit Customer’s right to add additional content to the Services provided that Customer does not alter, amend, change or modify the CDT and does not claim or otherwise imply that the additional content is owned, created, approved or endorsed by ADA. Customer acquires no proprietary interest in the CDT, or any portion thereof. Except for the limited rights expressly granted to End User herein this Agreement, all other rights in the CDT are owned and retained by ADA. EXCEPT AS EXPRESSLY STATED HEREIN, THE CDT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER BEARS ALL RISK RELATING TO QUALITY, ACCURACY AND PERFORMANCE OF THE CDT.

c. Provisions Relating to Intelligent Medical Objects, Inc. (“IMO”)

RXNT’s license agreement with IMO requires that certain provisions (IMO Provisions outlined in Attachment C) be included in this Agreement with respect to the use by Customer and Customer’s end users of Services in which IMO’s intellectual property is embedded. The parties to this Agreement further acknowledge and agree that the IMO Provisions may be modified from time to time by IMO and that any such modifications shall be binding upon the parties hereto.

7) LIMITS ON LIABILITY.

a. Consequential Damages. EXCEPT WITH RESPECT TO GROSS NEGLIGENCE OR INTENTIONALLY HARMFUL ACTS, IN NO EVENT WILL RXNT BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF RXNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

b. Limit. RXNT’s TOTAL LIABILITY FOR THE CUMULATIVE CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES PAID TO RXNT BY LICENSEE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR EVENT GIVING RISE TO SUCH LIABILITY.  THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS FOR THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. Customer acknowledges and understands that the disclaimers and limitations of liability set forth in this Agreement form an essential basis of the contract between the Parties and were a fundamental inducement to RXNT to enter into this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

8) TERM, TERMINATION, AND RETURN OF DATA

a. Term

The applicable Services will continue for the duration of one (1) year and will be automatically extended for additional consecutive terms unless either party provides written notice of termination of no less than sixty (60) days prior to extension. This Agreement continues until all the Services are terminated.

b. Termination for Material Breach

Either party may terminate this Agreement and the applicable Subscription Summary if the other party material breaches any term of the Agreement or the Subscription Summary and does not cure the breach within thirty (30) days of written receipt of notice of breach. Additional terms are in the Term, Termination and Return of Data Policy FAQ page.

c. Return of Data

RXNT will have no obligation to provide Customer Information to Customer upon termination of this Agreement. Notwithstanding the foregoing, RXNT may retain Customer Information for 60 days from such termination and RXNT may provide Customer access to such information upon Customer’s request. For additional information, please see the Return of Data Policy FAQ (Attachment G).

d. Customer Actions upon Termination

Upon termination, Customer must pay any unpaid fees and destroy all RXNT property in Customer’s possession. Customer, upon RXNT’s request, will confirm in writing that it has complied with this requirement.

e. Suspension or Termination of Service for Violation of Law or the Agreement

RXNT may immediately suspend or terminate the Services and remove applicable Customer Information or Content if it in good faith believes that, as part of using the Services, Customer may have violated a law or any term of this Agreement. RXNT may try to contact Customer in advance, but it is not required to do so.

9) INDEMNITY

a. Customer’s Indemnification Obligations

To the extent allowed by applicable law, Customer must indemnify, defend, and hold harmless RXNT against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:

• the use of the Services by Customer,
• Customer’s breach of any term in this Agreement,
• any unauthorized use, access or distribution of the Services by Customer,
• the breach by Customer of any third party’s patent, trademark, copyright, trade secret or other intellectual property rights, or
• violation of any individual’s privacy rights related to information submitted under Customer’s account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted under Customer’s account or by Customer.

b. RXNT’s Indemnification Obligations

To the extent allowed by applicable law, RXNT must indemnify, defend, and hold harmless Customer against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:

• RXNT’s breach of any term in this Agreement, or
• the breach by RXNT of any third party’s patent, trademark, copyright, trade secret or other intellectual property rights.

c. Indemnification Procedures.

The party seeking indemnification (“Indemnitee”) shall: (a) promptly notify the indemnifying party (“Indemnitor”) in writing of any such claim, (b) give sole control of the defense and settlement of any such claim to Indemnitor (provided that Indemnitor may not settle any claim in a manner that adversely affects Indemnitee’s rights, imposes any obligation or liability on Indemnitee or admits liability or wrongdoing on the part of Indemnitee without Indemnitee’s prior written consent), and (c) provide all information and assistance reasonably requested by Indemnitor, at Indemnitor’s expense, in defending or settling such claim. Indemnitee may join in defense with counsel of its choice at Indemnitee’s own expense.

10) GOVERNING LAW

a. Governing Law

This Agreement is governed by the laws of the State of Maryland (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement.

b. Consent to Jurisdiction

Customer consents to the personal jurisdiction of and service of process in any federal or state court sitting in the State of Maryland.

c. Equitable Relief

Notwithstanding another provision of this Agreement, RXNT may seek and obtain injunctive and equitable relief in any court of competent jurisdiction without restriction or required process in this Agreement.

f. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING.

11) OTHER TERMS

a. No Solicit or Hire Clause

Customer acknowledges that RXNT invests considerable time and expense in the training of its employees and independent subcontractors in the services to be provided under this Agreement. Customer agrees that for the full term of this Agreement, and for 1 year after its termination, Customer will not solicit or employ in any capacity, whether as a direct employee or independent contractor providing similar services to Customer as RXNT, any person employed by RXNT at any time during the term of this Agreement whose duties involve providing the Services, whether for Customer or other RXNT customers.

b. Consent to Electronic Notice, Communications and Transactions

By using the Services, Customer agrees to conduct business electronically and acknowledges that Customer has read the Customer Disclosures: Electronic Business Transactions, Signing Documents Electronically, and Receiving Electronic Notices and Disclosures, located at https://www.rxnt.com/customer-disclosures/.

For purposes of messages and notices about the Services (including without limitation, collections and payments issues), RXNT may send email notices to the email address associated with Customer's account or provide in service notifications.  For certain notices (e.g., notices regarding termination or material breaches), RXNT may send notices to the postal address provided by Customer. RXNT has no liability associated with Customer's failure to maintain accurate contact information within the Services or its failure to review any emails or in-service notices. Customer will have the ability to enter into agreements, authorizations, consents and applications; make referrals; order lab tests; prescribe medications; or engage in other transactions electronically. CUSTOMER AGREES THAT ITS ELECTRONIC SUBMISSIONS VIA THE SERVICES IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE ITS AGREEMENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS AND APPLIES TO ALL RECORDS RELATING TO SUCH TRANSACTIONS. Customer represents and warrants that it has the authority to take such actions.

c. Entire Agreement and Changes

This Agreement and the Subscription Summary constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement. No representation, promise or inducement not included in this Agreement is binding. No modification or waiver of any term of this Agreement is effective unless signed by both parties. Notwithstanding the foregoing, RXNT may modify this Agreement by posting modified Terms of Service on the RXNT website. Changes will always prevail from the date of publication at the website www.RXNT.com/customer-agreement. RXNT will make commercially reasonable efforts to provide thirty (30) days’ notice of changes to this Agreement. To receive notices, Customer must subscribe using the “Subscribe to Updates” button on that website. Customer agrees that by continuing to use the Services after posting of the modified Terms of Service, Customer agrees to be bound by the changes.

d. Feedback

If Customer provides feedback or suggestions about the Services, then RXNT (and those it allows to use its technology) may use such information without obligation to Customer.

e. Beta Features

If Customer is invited to access any beta features of the Services or a Customer accesses any beta features of the Services, Customer acknowledges that: (a) such features have not been made commercially available by RXNT; (b) such features may not operate properly, be in final form or fully functional; (c) such features may contain errors, design flaws or other problems; (d) it may not be possible to make such features fully functional; (e) use of such features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (f) such features may change and may not become generally available; and (g) RXNT is not obligated in any way to continue to provide or maintain such features for any purpose in providing the ongoing Services. These beta features are provided AS IS, with all faults. Customer assumes all risk arising from use of such features, including, without limitation, the risk of damage to Customer’s computer system or the corruption or loss of data.

f. No Assignment

Neither party may assign or transfer this Agreement or the Subscription Summary to a third party, except that this Agreement with the Subscription Summary may be assigned (without the consent) as part of a merger, or sale of all or substantially all of the business or assets, of a party.

g. Electronic Notice

For purposes of messages and notices about the Services (including without limitation, collections and payments issues), RXNT may send email notices to the email addresses associated with Customer's account or provide in service notifications. For certain notices (e.g., notices regarding termination or material breaches), RXNT may send notices to the postal address provided by Customer. RXNT has no liability associated with Customer's failure to maintain accurate contact information within the Services or its failure to review any emails or in-service notices.

h. Independent Contractors and Enforceability

The parties are independent contractors with respect to each other. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect.

i. No Additional Terms

RXNT rejects additional or conflicting terms of a form-purchasing document. If there is an inconsistency between this Agreement and the Subscription Summary, the Subscription Summary prevails.

j. Survival of Terms

All terms survive termination of this Agreement that by their nature survive for a party to assert its rights and receive the protections of this Agreement. The Convention on Contracts for the International Sale of Goods does not apply.

k. Customer Name

RXNT may use Customer's name and logo in customer lists and related promotional materials describing Customer as a customer of RXNT, which use must be in accordance with Customer’s trademark guidelines and policies, if any, provided to RXNT.

l. Telephone Consumer Protection Act of 1991

• Definition of TCPA

This Section concerns compliance with the Telephone Consumer Protection Act of 1991, located at 47 U.S.C. §§ 227 et seq., including the implementing regulations therefore located at 47 C.F.R. 64.1200 et seq. (TCPA) and the Telemarketing Sales Rule authorized by the Telemarketing and Consumer Fraud and Abuse Prevention Act, located at 15 U.S.C. §§ 6101-6108 (TSR) and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, located at 15 U.S.C §§ 7701-7713 (CAN SPAM Act).

• Customer’s Responsibilities

As between Customer and RXNT, Customer must comply and be solely responsible for complying with all laws governing any messages sent or received in connection with its access or use of the Service, including without limitation, the TCPA, TSR, and CAN SPAM Act.

Customer is responsible for, without limitation, obtaining any legally required consents from all third parties (including its patients or customers) to send and receive any text message and/or emails using the Service and honoring any requests revoking such consent or otherwise “opting-out” of receiving any such messages and/or emails.

Customer is solely liable for, and must indemnify, defend and hold harmless RXNT from and against any and all damages, liabilities, judgments, fees, fines, costs and expenses (including reasonable attorneys’ fees) incurred by RXNT arising from any claims, demands or legal actions made against RXNT resulting from Customer’s failure to comply with this Section.