User Agreement

MONSOON MEDS, LLC
MONSOON MEDS MEMBERSHIP AGREEMENT

This Monsoon Meds Membership Agreement (this “Agreement”) is entered into by and between Monsoon Meds, LLC, an Arizona limited liability company (“Monsoon”), and the undersigned individual designated on the signature page as the “Member” and is effective as of the date so designated on the signature page (the “Effective Date”). Monsoon and Member will each be referred to individually in this Agreement as a “Party” and together as the “Parties.”

DISCLAIMER OF MEDICAL AND PHARMACY SERVICES

Member acknowledges and agrees that Monsoon is not a licensed medical provider, pharmacy, or telehealth organization. Monsoon does not provide medical advice, diagnosis, treatment, or dispense medication. Monsoon acts solely as a referral and coordination platform to facilitate access to third-party licensed healthcare providers and pharmacies. All clinical decisions, prescriptions, and medication fulfillment are performed solely by those third-party professionals.

RECITALS

Whereas, the primary purpose and business of Monsoon is to facilitate the procurement by third-party patients of a broad range of affordable, high quality pharmaceutical products (as applicable, each, a “Product” and, in reference to all or more than one Product, collectively, the “Products”) manufactured and/or distributed by select compounding pharmacies (as applicable, each, a “Pharmacy” and, in reference to all or more than one Pharmacy, collectively, the “Pharmacies”);

Whereas, Monsoon negotiates prices and terms for the purchase of the Products with select compounding pharmacies for sale to Monsoon customer-members (generally, the “Members”); and

Whereas, Member desires to join Monsoon as a Member as of the Effective Date in accordance with the terms of this Agreement for the purpose of purchasing Products through the Monsoon purchasing program.

AGREEMENT

1. PROGRAM; PROCESSING FEE

Monsoon has developed an on-line medical prescription submission and ordering program pursuant to which Monsoon facilitates the submission of prescriptions for, and payment by the Monsoon Members for, Products that are supplied by the Pharmacies at preferred end-user pricing negotiated by Monsoon (generally, the “Program”). As partial consideration for allowing the Monsoon Members to participate in the Program, Monsoon includes in the purchase price of the Products a processing fee (the “Processing Fee”) in an amount determined in accordance with the attached Schedule A (the “Processing Fee Schedule”). Monsoon has the right, in its sole and absolute discretion, to amend and/or restate the Processing Fee Schedule from time to time, which amended or restated Processing Fee Schedule will be effective upon delivery of notice of the same to Member.

2. MEMBERSHIP; MEMBERSHIP FEE

In exchange for Member’s execution and delivery of this Agreement, performance of Member’s obligations under this Agreement, and the payment of the Processing Fees and the Annual Membership Fee, as defined below, Monsoon will permit Member to participate in the Program. Participation is subject to the terms and conditions set forth in this Agreement and the additional terms, conditions, and policies set forth in the attached Schedule B (the “Additional Terms”). The “Annual Membership Fee” is set forth on the attached Schedule C. Monsoon has the right, in its sole and absolute discretion, to amend and/or restate the Additional Terms and/or the Annual Membership Fee from time to time, which will be effective upon notice to Member.

2.1 PAYMENT TERMS

Member agrees that payment for Products and services arranged through the Program is due at the time of order, unless otherwise stated in writing by Monsoon. Monsoon may charge the Member’s selected payment method on file for all Processing Fees, Product costs, Membership Fees, and applicable taxes. Member acknowledges that Monsoon acts solely as a payment facilitator and administrative coordinator between Member, Pharmacies, and healthcare providers. In the event of nonpayment or declined transactions, Monsoon may suspend or terminate Member’s participation in the Program. Unless otherwise stated, all fees are non-refundable once services have been rendered or prescription orders placed.

3. ADDITIONAL MEMBER OBLIGATIONS

Confidentiality.
Member will hold all confidential and proprietary information of, belonging to, or provided by Monsoon—including the terms of this Agreement, proposed or actual Product prices, and Program details—in strict confidence. Member will not disclose such information to any person or entity without the prior written consent of Monsoon; provided, however, that the foregoing will not apply to information that: (i) is or becomes publicly available through no fault of the Member, (ii) was known by Member prior to receipt, as documented in writing, or (iii) is required to be disclosed by law, regulation, or legal process, in which case Member shall provide Monsoon with prompt written notice and use all reasonable efforts to limit such disclosure. Monsoon shall be entitled to injunctive relief to prevent or remedy a breach of this Section, in addition to all other available remedies.
Indemnification.
To the greatest extent permitted by law, Member agrees to indemnify, defend, and hold harmless Monsoon and its officers, managers, employees, affiliates, successors, and assigns from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney fees) arising out of: (i) Member’s breach of this Agreement; (ii) Member’s misuse of Products; or (iii) Member’s violation of applicable law or regulation.
Compliance with Law.
Member will comply with all applicable federal, state, and local laws, rules, and regulations in connection with their use of the Program and any Products received as a result.
Personal Use Only.
Products ordered through the Program are for the sole and exclusive personal use of Member, and only as prescribed by a licensed medical provider. Member shall not resell, share, distribute, or divert any Products. Any suspected diversion or misuse may result in immediate termination of this Agreement.
Member Liability.
If Member violates any of the provisions of this Section 3, Member shall be liable for and shall immediately reimburse Monsoon, the applicable Pharmacy, and any impacted third party for all direct and consequential losses, damages, or costs, including reputational harm, refund obligations, regulatory penalties, or lost sales.

4. MEMBER REPRESENTATIONS AND WARRANTIES AND COVENANTS

Member represents, warrants, and agrees as follows:

(a) Member is at least 18 years of age and legally competent to enter this Agreement.

(b) This Agreement constitutes a valid, binding obligation enforceable against Member.

(c) Member’s participation in the Program does not violate any agreement to which they are bound.

(d) Neither Member nor Member’s spouse, if applicable, is in bankruptcy, subject to a bankruptcy petition, or contemplating such a filing.

(e) Member has no knowledge of pending financial or legal proceedings that would affect their ability to perform under this Agreement.

(f) Member has voluntarily entered into this Agreement.

(g) Member understands and agrees that Monsoon is not a medical provider or pharmacy and does not render medical advice.

(h) The only benefit received from Monsoon under this Agreement is the right to access the Program.

(i) Member agrees to indemnify and hold Monsoon harmless from any claims arising from Member’s breach of these representations and covenants.

5. TERM AND TERMINATION

This Agreement begins on the Effective Date and shall continue for one (1) year (the “Initial Term”) unless earlier terminated. It shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless either Party provides written notice of non-renewal.

Either Party may terminate this Agreement at any time, for any reason, by giving written notice. If Monsoon terminates the Agreement without cause, Member shall receive a prorated refund of the Annual Membership Fee for the remaining unused portion of the then-current term. No refunds will be issued if termination is due to Member’s breach of this Agreement.

6. WARRANTIES AND LIMITATION OF LIABILITY

WARRANTY.
MONSOON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY PRODUCT, PHARMACY, TELEHEALTH PROVIDER, OR THE PROGRAM, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT ANY PRODUCT WILL MEET MEMBER’S NEEDS, EXPECTATIONS, OR RESULT IN ANY SPECIFIC HEALTH OUTCOME.

MEMBER EXPRESSLY ACKNOWLEDGES THAT:

ALL MEDICAL DIAGNOSES, TREATMENT DECISIONS, AND PRESCRIPTIONS ARE PROVIDED BY THIRD-PARTY LICENSED HEALTH CARE PROVIDERS;

ALL MEDICATIONS ARE DISPENSED AND SHIPPED BY LICENSED PHARMACIES;

MONSOON HAS NO RESPONSIBILITY FOR THE MEDICAL APPROPRIATENESS, SAFETY, OR EFFECTIVENESS OF ANY PRESCRIBED PRODUCTS;

MONSOON IS NOT LIABLE FOR ANY DELAY, CANCELLATION, DENIAL, OR FAILURE TO PRESCRIBE OR DELIVER A PRODUCT BY ANY THIRD PARTY.

While Monsoon endeavors to ensure that Product information and pricing are accurate and current, it does not guarantee completeness or accuracy.

LIMITATION OF LIABILITY.
IN NO EVENT SHALL MONSOON BE LIABLE FOR:

(i) ANY ACT OR OMISSION OF A PHARMACY OR MEDICAL PROVIDER,

(ii) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF LEGAL THEORY.

MONSOON’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED:

THE TOTAL OF THE ANNUAL MEMBERSHIP FEE AND PROCESSING FEES PAID BY MEMBER TO MONSOON IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY,

LESS ANY REFUNDS, DISCOUNTS, OR CHARGEBACKS.

7. DISPUTE RESOLUTION

Good Faith Negotiation.
The Parties agree to attempt in good faith to resolve any disputes related to this Agreement through informal negotiations. Either Party may initiate such discussions by written notice.
Mediation.
If negotiations fail within ten (10) business days, either Party may request non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association (“AAA”), to take place in Phoenix, Arizona (or mutually agreed location). Mediation must begin within five (5) business days of mediator selection. If mediation fails within five (5) business days of commencement, the dispute may proceed to arbitration.
Arbitration.

If mediation is unsuccessful, disputes shall be submitted to final and binding arbitration administered by the AAA under its Commercial Arbitration Rules.

Each Party waives its right to a trial by jury and agrees to resolve all disputes through arbitration. Either Party may initiate arbitration by written notice (the “Notice of Arbitration”) specifying the nature of the dispute.

Unless expedited under Section 7(c)(5), each Party will select one arbitrator, and those arbitrators will select a neutral third. If no agreement is reached, AAA will appoint the arbitrators. The panel will issue a final ruling within sixty (60) days of final appointment.

If either Party elects expedited arbitration within two (2) business days of the Notice of Arbitration:

Only one arbitrator will be selected;

A decision will be issued within fifteen (15) calendar days of appointment;

Each Party will submit a written position statement within five (5) days of appointment.

Arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §1 et seq.). Proceedings will take place in English in Maricopa County, Arizona. Judgment may be entered in any court of competent jurisdiction.

The prevailing Party is entitled to recover reasonable attorneys’ fees, arbitration costs, and enforcement expenses.

Either Party may seek injunctive or equitable relief in court without waiving the arbitration requirement for other claims.

8. REFORMATION

Notwithstanding any other provision of this Agreement, if Monsoon determines, in its sole discretion, that the Program or any portion of this Agreement may violate any applicable federal, state, or local law, rule, regulation, or order (collectively, “Applicable Law”), Monsoon may immediately terminate or modify this Agreement to the extent necessary to ensure legal compliance. Member agrees to cooperate with any such modifications. Termination under this Section shall not entitle Member to any refund, except as required by law.

9. MISCELLANEOUS

Attorneys’ Fees and Costs.
In any dispute arising under or related to this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, expert fees, and court/arbitration costs.
Notice.
Any notice under this Agreement must be in writing and deemed given three (3) days after being sent by email or overnight courier to the addresses provided by the Parties on the signature page.
Governing Law and Jurisdiction.
This Agreement shall be governed by and construed under the laws of the State of Arizona, without regard to its conflicts of law principles. Subject to Section 7, the Parties consent to the exclusive jurisdiction of the state and federal courts in Maricopa County, Arizona.
Entire Agreement.
This Agreement (including Schedules and Recitals) constitutes the entire agreement between the Parties with respect to the Program and supersedes all prior understandings, whether written or oral.
Time of the Essence.
Time is of the essence for all obligations in this Agreement.
Electronic Signatures.
Electronic signatures (including DocuSign or PDF) and electronically transmitted counterparts are valid and enforceable as originals.
Amendment; Waiver.
This Agreement may only be modified in writing signed by both Parties. Waiver of any provision shall not constitute a waiver of any other provision or subsequent instance.
No Third-Party Beneficiaries.
This Agreement is intended solely for the benefit of the Parties and does not confer rights on any third party.
Further Assurances.
Each Party shall execute any documents and take additional actions reasonably necessary to fulfill this Agreement.
Headings and Interpretation.
Headings are for convenience only and shall not affect interpretation. “Including” means “including without limitation.”
Severability.
If any provision is deemed unenforceable, the remaining provisions shall remain in effect.
Public Statements.
Neither Party shall make public statements or disclosures regarding the other, this Agreement, or related matters without prior written consent. Breach of this Section entitles the non-breaching Party to injunctive relief without the need to post a bond.
Assignment.
Member may not assign this Agreement without Monsoon’s prior written consent. Monsoon may assign freely.
Force Majeure.
A Party’s performance shall be excused during events beyond their reasonable control, including natural disasters, acts of war, and governmental restrictions.
Survival.
Any obligation which by its nature should survive termination of this Agreement shall so survive, including but not limited to indemnification, confidentiality, and payment provisions.

EFFECTIVE DATE: ___________ ___, ______

MONSOON:
Monsoon Meds, LLC
By: ___________________________
Name: ________________________
Its: ___________________________
Address: ______________________

MEMBER:

Name: ___________________________
Address: _________________________

Schedule A

(See attached Processing Fee Schedule)

Schedule B

(See attached Additional Terms)

Schedule C

(See attached Annual Membership Fee)