NCPA CDB SOURCE PHARMACY RETAIL AGREEMENT / TERMS AND CONDITIONS

This Pharmacy Retail Agreement (“Agreement”) is between PRS, Inc. d/b/a/ NCPACBD Source, powered by PRS (“PRS”) and the entity that has checked the “I have read the terms and conditions and I agree to the terms” box (“Customer”). This website and its contents are provided through a collaboration of resources from NCPA and PRS. This Agreement describes the terms under which you may use this website (“Website”). By checking the “I have read the terms and conditions and I agree to the terms” box you are agreeing to comply with and be bound by all the terms of this Agreement.

YOU REPRESENT THAT YOU ARE A NATURAL PERSON OVER EIGHTEEN (18) YEARS OF AGE AND ARE AUTHORIZED TO ENTER THIS AGREEMENT WITH BINDING EFFECT ON BEHALF OF THE PHARMACY BUSINESS ON BEHALF OF WHICH YOU CREATED AN ACCOUNT.

PRS MAY CHANGE THIS AGREEMENT AND PRS’ PRIVACY POLICY FROM TIME TO TIME, AND POST THOSE CHANGES HERE. PRS SHALL POST SUCH CHANGES AT LEAST THIRTY (30) DAYS BEFORE SUCH CHANGES BECOME EFFECTIVE, UNLESS SUCH CHANGES ARE IN RESPONSE TO A CHANGE IN LAW, JUDICIAL ORDER, OR AN URGENT CHANGE IN PRS’ BUSINESS, IN WHICH A SHORTER PERIOD MAY APPLY. CUSTOMER MUST AGREE TO ANY SUCH CHANGES AS A CONDITION OF THIS AGREEMENT.

1. 1. Products and Sales.
      1. Products. PRS shall offer to you from time to time certain products offered under the PRS or other brands (collectively, “Products”). Products are offered in different strengths and in different packages, and at various prices (“Prices”) as stated on the Website. PRS may change Products and Prices from time to time, and post those changes on the Website.
      2. Registration and Accounts. In order to purchase Products, you must first register with PRS. You may register with PRS and create an account on behalf of the business you lawfully represent (“Account”) by fully and accurately completing the registration form, and providing to PRS such fully accurate information as PRS may reasonably require, including without limitation Customer’s National Provider Identifier (NPI) demonstrating that Retailer is a legitimate pharmacy business entity (collectively, “Retailer Information”); Customer agrees to keep all Retailer Information updated and correct. Customer’s Account is personal to Customer, and Customer is solely responsible to ensure that Customer’s Account is used only by Customer and in a manner consistent with this Agreement. Customer agrees to keep Customer’s user name and password confidential, and not allow any third party to use such user name or password. Customer agrees to indemnify and defend PRS from and against any losses or liabilities arising from any disclosure or misuse of Customer’s user name or password.
      3. Purchases. Customer may purchase Products from the Website by completing the order form present on the Website, and providing a valid credit card number, unless other terms have been agreed to by PRS in writing. PRS will use its commercially reasonable efforts to fill each order (“Order”) promptly, but makes no representation that any Order will be filled, or filled by any particular date. Prices will not include shipping and handling, and Customer’s payment of Prices and all shipping and handling costs and fees is a condition to filling any Order. PRS has a minimum volume Order requirement of $300 per manufacturer, and Customer will not be able to place Orders for less than this amount unless explicitly stated otherwise.
      4. Shipment. PRS will facilitate shipment of Products via a commercially reasonable method selected by PRS. Delivery of Products will be made to the address specified in the corresponding Order. All shipments of Products are deemed accepted by Customer upon delivery to Customer’s facility, and Customer hereby waives all right of rejection.
      5. Vendor Partners. Shall be defined as “White Coat Nutra, LLC”, “Medella Sciences,” “Joy Organics”, “PharmaCanna”, “CBD Medic”, “CBD & ME” and “AquaSol Rx” (“Vendor Partners”). New Vendor Partners may be added to the website and as such will be considered Vendor Partners as per the terms of this agreement.
      6. Guarantee. PRS’ Vendor Partners stand behind the products they manufacture and guarantee that they are brand new, authentic, consistent with all labeling and in original packaging.
      7. Returns, Refunds and Exchanges. All products come with a 60-day, money-back guarantee for new and unopened products based on the delivery date as provided by the shipper. To receive a refund or to return Products please contact our customer support team at (833-786-6522). After 60 days, Product sales are considered final and returns/refunds will not be made. If any Product arrives damaged, broken or part of your order is missing, you must notify PRS within three business days of delivery.
      8. End User Sales Only. Customer hereby represents and warrants that Customer shall sell Products from Customer’s “brick and mortar” retail physical locations or an e-commerce site approved by PRS (and not via any marketplace website such as Amazon, e-bay, Groupon or Jet or other similar sites) and that you will sell Products solely to third parties for their own use in the United States, and in no event to any other reseller, including any other Retailers or wholesalers, or to any party who may transport Products outside the United States. Customer agrees that Customer will offer the Products for sale only where it is lawful to do so. Customer agrees that it will not offer Product for less than PRS Minimum Advertised Pricing. Customer understands and agrees that the foregoing obligations are material terms of this Agreement, and where PRS has determined that Customer has breached any such obligation, PRS may immediately terminate this Agreement and refuse to fill Customer’s Orders.
      9. Intellectual Property/Use of PRS’ Name. Customer understands that “NCPA CBD Source”, “PRS”, “PRS Pharmacy Services”, “Vender Partner” names and any variations thereof and all of our products are proprietary to PRS and/or our Vendor Partners and Customer agrees that it will not engage in any act or omission that violates PRS or Vendor Partners intellectual property rights, including using “Vendor Partners” or “PRS” as part of Customer’s company name or using any parts of the NCPA CBD Source website. Customer may identify itself to the public as a seller of Products, and may disclose the nature of its relationship with PRS, as long as it does so in a fair and honest way, and any uses of Vendor Partners or PRS’ name are properly marked as required by PRS and Vendor Partners. PRS may, but is not obliged to, provide Customer with certain “point of sale” marketing materials for use in marketing Products and Customer agrees to use the latest materials, images and packaging provided by PRS in promoting the Products. PRS may also provide Customer with access to the product canonical descriptions and links for use on its website, if any, upon Customer’s request and in PRS’ sole discretion.
      10. Warning.
          PRS Products are not intended for use by persons under 18 years of age. End users should be advised to consult a physician before using any of our products if they are pregnant, have any medical condition including, but not limited to, strokes, high blood pressure, heart, liver, kidney or thyroid disease, diabetes, anemia, depression, anxiety, other psychiatric conditions, addiction, a family history of these or other medical conditions, or if taking any prescription, over the counter and/or any other medications.
   2. Disclaimer.
      1. Product. Customer is advised, and should advise all end users, that any statements regarding the Products have not been evaluated by the Food and Drug Administration and that the Products are not intended to diagnose, treat, cure or prevent any disease in humans or animals. Customer should not use, and should advise end users not to use, any information obtained from Vendor Partners or PRS to diagnose or treat any health problems or illnesses in humans or animals without consulting a doctor. Customer also understands that the Products listed on this website are not intended or to be used to treat any type of medical condition in humans or animals. Vendor Partners and PRS will not be responsible for any claims Customer makes that are contrary to the foregoing.
      2. No Warranties. PRS, NCPA, AND VENDOR PARTNERS PROVIDES THE WEBSITE, THE PRODUCTS AND ALL GOODS AND SERVICES ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY. PRS AND VENDOR PARTNERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESSED, IMPLIED, STATUTORY, ARISING FROM COURSE OF DEAL, USAGE OR TRADE, AND INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR TITLE. PRS AND VENDOR PARTNERS DO NOT WARRANT THAT END USERS OF ITS PRODUCTS WILL NOT TEST POSITIVE ON DRUG TESTS, GIVEN THAT MANY HEMP RAW MATERIALS, MANUFACTURING PROCESSES OF PRODUCTS, THIRD-PARTY TESTING LABS AND OTHER ENTITIES INVOLVED WITH OR NECESSARY TO THE PRODUCTION OF PRODUCTS MAY BE CONTAMINATED WITH TRACE AMOUNTS OF ∆9-TETRAHYDROCANNABINOL (THC) SUFFICIENT TO LEAD TO LEVELS OF ∆9-TETRAHYDROCANNABINOL (THC) AND ITS METABOLITES IN THE HAIR, URINE, OR BLOOD SAMPLES OF END USERS GREATER THAN THE LIMIT OF DETECTION (LOD) OR LIMIT OF QUANTITATION (LOQ) OF ANALYTICAL METHODS. CUSTOMER AGREES THAT IT SHALL NOT DIRECTLY OR INDIRECTLY PASS ALONG ANY WARRANTY TO ANY THIRD PARTY ON BEHALF OF PRS, NCPA, OR VENDOR PARTNERS.
   3. Marketing and Indemnity.
      1. Marketing. Customer understands and agrees that Products are designed for human and, where indicated, pet, consumption, and Customer therefore agrees that in marketing of Products it shall provide complete and truthful information regarding Products, and shall sell Products solely to customers who may legally purchase Products under state, federal and local law. Customer further agrees: (a) not to adulterate or modify Products; (b) to sell Products only in their original containers and packaging; (c) to handle and store Products safely; (d) not to provide any Product that is unsafe or unfit for human consumption; and (e) not to make any claims with regard to Products that are not in full accordance with all applicable laws.
      2. Indemnity. Customer agrees it is Customers sole responsibility to verify the legality of selling the Products in Customers state and under the rules and regulations of said state’s Board of Pharmacy. Customer hereby agrees to indemnify and hold Vendor Partners, NCPA and PRS (and Vendor Partners, NCPA and PRS’ officers, directors, agents, subsidiaries, joint ventures, licensees and employees), harmless from any liability, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of any unlawful or false or misleading statements or actions by Customer, Customer’s breach of this Agreement, or Customer’s violation of any law or regulation, or the rights of any third party.
   4. Terms.
      1. The terms of this Agreement will continue until terminated by Customer or PRS. Customer or PRS may suspend access to Customer’s Account or terminate this Agreement at any time with or without notice and with or without cause. If Customer makes no purchases for a consecutive 180 day period, Customer’s account may be deactivated and Customer will need to contact a PRS sales person to reactivate the account. The terms of this Agreement will remain in full force and effect after termination with respect to Orders and actions or omissions occurring before termination.
   5. Privacy Policy.
      1. PRS’ privacy policy is hereby incorporated by reference into this Agreement. Customer should read the privacy policy and stay familiar with its terms.
   6. Limitation of Liability.
      1. IN NO EVENT SHALL VENDOR PARTNERS, NCPA OR PRS BE LIABLE TO CUSTOMER OR ANY PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER AND WHEREVER ARISING. IN NO EVENT SHALL THE TOTAL LIABILITY OF VENDOR PARTNERS AND PRS UNDER THIS AGREEMENT OR REGARDING THE WEBSITE EXCEED THE GREATER OF THE AMOUNT CUSTOMER PAID FOR THE CORRESPONDING PRODUCTS OR ONE HUNDRED DOLLARS ($100).
   7. Jurisdiction and Venue.
      1. This Agreement shall be subject to the laws of the State of Pennsylvania as they apply to contracts entered into and performed in Pennsylvania between Pennsylvania residents and without regard to conflicts of laws principles. The State courts located in Westmoreland County, Pennsylvania, and Federal courts located in Allegheny County, Pennsylvania shall have sole jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts. You agree that: (i) the Website shall be deemed solely located in Pennsylvania; and (ii) the Website is and shall be deemed a passive website that does not give rise to personal jurisdiction over PRS, either specific or general, in jurisdictions other than Pennsylvania. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. In the event of litigation, the prevailing party shall be entitled to recover its attorneys’ fees from the non-prevailing party.
   8. General.
      1. Neither this Agreement, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole or in part, by Customer without the prior, written permission of PRS. Any purported assignment without such permission shall be void. This Agreement may be assigned by PRS in whole or in part without notice. Any waiver of any rights of PRS under this Agreement must be in writing, signed by PRS, and any such waiver shall not operate as a waiver of any future breach of this Agreement. In the event any portion of this Agreement is found to be illegal or unenforceable, such portion shall be severed from this Agreement, and the remaining terms shall be separately enforced. Customer’s use of the Website shall at all times comply with all applicable laws, rules and regulations. This Agreement is the entire agreement between the parties with respect to this subject matter, and supersedes any and all prior or contemporaneous or additional communications, negotiations or agreements with respect thereto. CUSTOMER AND PRS AGREE THAT ANY CAUSE OF ACTION BY CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.