Add-On Service Terms and Conditions

DocStation, Inc.

Add-On Service Terms and Conditions

Last Updated: July 22, 2021

In order for you to enroll in and use the applicable DocStation Add-On Service(s), you must first agree to the Additional Terms and Conditions below. By checking the box next to any DocStation Add-On Service(s) on the Order Form, or by using the any DocStation Add-On Service, you acknowledge and agree that You have reviewed and understand the following Additional Terms and Conditions. If you do not agree or are not willing to be bound by the Additional Terms and Conditions, do not click on the “I AGREE” button and do not seek to obtain or continue using any DocStation Add-On Service.

These Terms and Conditions are made between you or the entity you legally represent (at times referred to as the “Provider,” “you” or “your”) and DocStation, Inc. (at times referred to as “DocStation,” “we,” “our”) or “us”) (you or DocStation may be referred to as a “Party” or collectively as the “Parties” to these Terms). When we use the term “Agreement,” we are referring to these Additional Terms of Use and all referenced documents that apply to you, each in their most current version, including, without limitation, the Order Form and any document referenced therein. This Agreement is effective on the “Effective Date,” as defined in the Order Form or other related document.

1. ADD-ON SERVICES; GENERAL

This Section provides terms and obligations applying to all additional paid services offered by DocStation (each individually an “Add-On Service” or collectively, the “Add-On Services”).

1.1 Modifications. We are always considering ways to modify the structure of our services to improve each customer’s experience. You understand that at any time, in our sole discretion, we may modify the terms of the Agreement. We will give you reasonable notice whenever we modify the terms of the Agreement. You agree that by continuing to use the Services after any modification, you accept the modified terms.

1.2 Payment Terms.

1.2.1 All fees payable under this Agreement are due within five (5) business days of receipt of invoice; provided, however, that any initial payments are due before you receive access to the applicable Add-On Service(s). If you fail to pay fees within fifteen (15) business days of notice of delinquent payments, in addition to other available remedies, DocStation reserves the right to downgrade, suspend or terminate access to the applicable Add-On Service(s) until such delinquent payments are received by DocStation.

1.2.2 All Add-On Services are billed in advance of their respective terms and automatically renew at the end of their respective terms for an equivalent term, or as otherwise stated in this Agreement, unless you notify DocStation in writing prior to the expiration of the applicable term of your intent not to renew.

1.2.3 Fees payable hereunder will be billed to your credit card and you hereby authorize the card issuer to pay all such amounts and authorizes DocStation (or its billing agent) to charge the credit card account until the applicable Add-On Service(s) are terminated as set forth herein; provided that if payment is not received from the credit card issuer, you agree to pay all amounts due upon demand. You must provide current, complete and accurate billing and credit card information. You agree to pay all costs of collection, including attorneys’ fees and costs, on any outstanding balance. In certain instances, the issuer of the credit card may charge a foreign transaction fee or related charges, which you will be responsible to pay.

1.3 Credits. We may, at our sole discretion, choose to offer credits for the applicable Add-On Service(s), including, without limitation, discount codes or promotional campaigns. Credits are non-transferable and do not have any monetary or cash value. Any credits can only be used to offset fees per the terms and conditions expressly identified by DocStation and, unless otherwise stated by DocStation, shall no longer be redeemable ninety (90) days from the date of issuance.

1.4 Specific Invoices. We may, from time to time at our sole discretion, invoice you for specific amounts of your then-payable fees. You agree that such invoices shall be paid in accordance with the terms applicable to all fees payable hereunder.

1.5 Taxes. You agree to pay all transaction-based taxes or duties that result from your payment for the Services, whether they are international, federal, state or local.

1.6 Compliance with Laws. At all times during the Term (as defined in the Agreement), you agree to comply with all international, federal, state, and local laws, ordinances, regulations, and orders that are applicable to your use of the Services, the operation of your business and to the Agreement. It is your responsibility to get and pay for any certifications, credentials, authorizations or licenses from third parties that may be required for you to use the Services.

1.7 Disclaimer. IN ADDITION TO ANY LIMITATIONS OR DISCLAIMERS SET FORTH IN THE AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT ALL ADD-ON SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. DOCSTATION DOES NOT REPRESENT OR WARRANT THAT THE ADD-ON SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTUERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. YOU MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING THE ADD-ON SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS. DOCSTATION SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE ADD-ON SERVICES, OR OTHER SERVICES OR GOOD PROVIDED UNDER THE AGREEMENT. YOU UNDERSTAND AND AGREE THAT DOCSTATION SHALL BEAR NO RISK WITH RESPECT TO YOUR USE OF THE ADD-ON SERVICES, INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH THE BILLING OF ANY CLAIMS.

2. DESCRIPTION OF SERVICES; BILLING PLATFORM

2.1 DocStation Billing Platform. For as long as you maintain your obligations to us, we grant you a non-exclusive, non-transferable and non-sublicensable license to access and use, and to provide your Users with the ability to access and use, the DocStation Billing Platform (as defined below). “DocStation Billing Platform” refers to our proprietary software, database and data. “User” means (i) your consumer customers who access the DocStation Billing Platform and (ii) your employees, contractors, or agents which use or otherwise interact with the DocStation Billing Platform.

2.2 Billing Platform Services. For as long as you maintain your obligations to us, including the obligation to pay agreed fees on time, we will use commercially reasonable efforts to provide you access to the DocStation Billing Platform. The DocStation Billing Platform provides a convenient, one-stop platform that allows pharmacists to easily document billable patient encounters and submit claims through the DocStation Billing Platform to our clearinghouse partner who then routes such claims for payment to the appropriate payor (the “Billing Platform Services”). The Billing Platform Services described in this Section shall be included in the definition of “Services” as stated in any Agreement applicable to you, including, without limitation, any document referenced in the Order Form, or the DocStation Terms and Conditions.

2.3 Restrictions on Use of DocStation Billing Platform. You shall not, and shall not authorize any other person to, directly or indirectly: (i) copy, modify, translate, adapt, or create derivative works; (ii) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any elements of; (iii) sell, sublicense, transfer any rights in, use for the benefit of, or allow access to, any third party (except to authorized Users); (iv) transmit unlawful, infringing or malicious code to or from; (v) replicate significant portions of our data except as needed to access or use the DocStation Platform; or (vi) otherwise use except as expressly permitted hereunder, in each case of (i) – (vi), the DocStation Billing Platform.

2.4 Acknowledgement. You understand, acknowledge and agree that (a) you will be solely responsible for all claims processed through the DocStation Billing Platform, regardless of whether such claims are monitored by or transmitted through the Billing Platform Services; (b) DocStation does NOT provide adjudication of claims and does not warrant or guarantee in any capacity that such claims as are billed to payors through the DocStation Billing Platform will be honored by said payors; (c) any and all claims relating to or arising from any dispute over claims billed through the DocStation Billing Platform are solely your responsibility to adjudicate or otherwise resolve; and (d) DocStation shall not be liable under any theory of law, including negligence, for any loss associated with any of the foregoing.

3. GENERAL PROVISIONS

3.1 Other Provisions: As stated above, these Terms of Use, along with all referenced documents that apply to you, collectively constitute your Agreement with DocStation and are subject to the provisions set forth in the DocStation Terms and Conditions in addition to any provisions stated in any other applicable document referenced in the Agreement. Such provisions include, without limitation, those related to (i) term & termination, (ii) confidentiality, (iii) indemnification, (iv) warranties & disclaimers, (v) assignment, (vi) force majeure, (vii) governing law, (viii) arbitration, (ix) notices, electronic execution and other miscellaneous provisions, (x) relationship between the Parties, (xi) limitation of liability, and (xii) intellectual property and other information or proprietary rights.

3.2. Headings. The headings in the Agreement are inserted for convenience and are not intended to affect the interpretation of the Agreement.

3.3. Severability. If any provision hereunder is found to be unlawful, unenforceable, or void under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.