User Agreement

1.1 Eligibility Requirements

The Platform is available exclusively to licensed pharmacies, authorized pharmaceutical wholesalers, and other entities that are legally permitted to purchase and sell pharmaceutical products within the United States. Individual consumers and unlicensed entities are strictly prohibited from using the Platform.

1.2 Verification Process

To ensure compliance with applicable federal and state laws, and to maintain the integrity and security of the marketplace, all prospective Users must undergo a comprehensive verification process before being granted access to the Platform. The verification process requires the submission and validation of the following credentials and documentation:

• NCPDP Number (National Council for Prescription Drug Programs): A unique identifier assigned to every licensed pharmacy location in the United States, used for standardized pharmacy identification.
• NPI Number (National Provider Identifier): A 10-digit identification number issued by the Centers for Medicare & Medicaid Services (CMS) to healthcare providers, including pharmacies, required under HIPAA regulations.
• GLN (Global Location Number): A globally recognized identification number used to identify physical locations and legal entities within the pharmaceutical supply chain, in compliance with the Drug Supply Chain Security Act (DSCSA).
• Pharmacist's License(s): Valid, current state-issued pharmacist license(s) for the pharmacist-in-charge and any additional pharmacists associated with the pharmacy. Licenses must be in good standing and not subject to any disciplinary actions, suspensions, or revocations.
• EIN (Employer Identification Number): The federal tax identification number assigned by the Internal Revenue Service (IRS) to the business entity operating the pharmacy.
• Proof of Identity of Pharmacy Owner: Government-issued photographic identification (e.g., valid driver's license, passport, or state-issued ID) of the individual(s) who own the pharmacy business.
• Proof of Identity of Pharmacist-in-Charge: Government-issued photographic identification of the designated pharmacist-in-charge at the pharmacy location.

All submitted documentation is subject to review and verification by the Company. The Company reserves the right to request additional documentation or information as deemed necessary to complete the verification process. Access to the Platform will not be granted until the verification process has been satisfactorily completed.

Users are obligated to maintain the accuracy and currency of all submitted information. In the event of any changes to licensing status, ownership, or other verified credentials, Users must promptly notify the Company and provide updated documentation. Failure to maintain accurate and current information may result in suspension or termination of the User's account.

The Company reserves the right to periodically re-verify User credentials and to suspend or terminate any account for which verification can no longer be confirmed.

2.1 Order Confirmation and Charging

The Platform employs a confirmation-based payment model designed to protect Buyers from being charged for products that cannot be fulfilled. The payment process operates as follows:

1. When a Buyer places an order through the Platform, the order is transmitted to the applicable Seller for review and confirmation.
2. The Seller is required to review the order and confirm whether they are able to ship the particular products included in the order.
3. The Buyer's designated payment method is charged only after the Seller has confirmed that the specific products in the order are available and ready for shipment.
4. No charges will be applied to the Buyer's account for any order or portion of an order that the Seller is unable to fulfill.

2.2 Total Order Cost

The total amount charged to the Buyer for each confirmed order consists of the following components:

• Product Cost: The listed price of the pharmaceutical product(s) as set by the Seller on the Platform at the time the order is placed.
• Shipping Fee: The shipping cost as calculated and indicated by FedEx, the designated shipping carrier for all transactions conducted through the Platform. Shipping fees are determined based on package weight, dimensions, origin, destination, and the selected shipping service level.

3.1 Disbursement Conditions

Sellers receive payment for completed transactions in accordance with the following process:

1. The Seller ships the confirmed order to the Buyer using FedEx as the designated carrier.
2. Upon delivery of the order, the Buyer is given an opportunity to inspect the products and packaging.
3. The Seller receives payment only after the Buyer confirms that they have no complaints regarding the products received, including but not limited to product condition, accuracy, quantity, packaging integrity, and compliance with the order specifications.

4.1 Standard Fee

The Company charges a platform service fee ("Platform Fee") for facilitating transactions between Buyers and Sellers on the Platform. The standard Platform Fee is equal to six percent (6%) of the total product cost for each completed transaction.

4.2 Fee Variability

The Platform Fee may vary from the standard rate depending on specific circumstances, including but not limited to the nature of the transaction, the volume of transactions, promotional periods, special arrangements, or other factors as determined by the Company at its sole discretion. Any variation in the Platform Fee applicable to a particular transaction will be disclosed to the relevant parties prior to the completion of the transaction.

4.3 Fee Deduction

The Platform Fee is deducted from the Seller's payment disbursement for each completed transaction. The Seller will receive the total product cost minus the applicable Platform Fee. Shipping fees collected from the Buyer are passed through to cover shipping costs and are not subject to the Platform Fee.

5.1 Prohibited Listings

The following categories of pharmaceutical products are strictly prohibited from being listed, offered for sale, sold, or distributed through the Platform:

5.2 DEA Scheduled Substances

All controlled substances classified under the Drug Enforcement Administration (DEA) Schedules are prohibited from being transacted on the Platform. This includes, without limitation, all substances listed under:

• Schedule I: Substances with a high potential for abuse, no currently accepted medical use in treatment in the United States, and a lack of accepted safety for use under medical supervision.
• Schedule II: Substances with a high potential for abuse, currently accepted medical use with severe restrictions, and the potential for severe psychological or physical dependence.
• Schedule III: Substances with a potential for abuse less than Schedule I and II substances, currently accepted medical use in treatment, and the potential for moderate or low physical dependence or high psychological dependence.
• Schedule IV: Substances with a low potential for abuse relative to Schedule III substances, currently accepted medical use in treatment, and the potential for limited physical or psychological dependence.
• Schedule V: Substances with a low potential for abuse relative to Schedule IV substances, currently accepted medical use in treatment, and the potential for limited physical or psychological dependence.

Any attempt to list, sell, or distribute DEA-scheduled controlled substances through the Platform is strictly prohibited and will result in immediate account termination and referral to the appropriate law enforcement authorities.

5.3 REMS Products

Products subject to Risk Evaluation and Mitigation Strategies (REMS) as required by the U.S. Food and Drug Administration (FDA) are prohibited from being transacted on the Platform. REMS are safety strategies mandated by the FDA to manage known or potential serious risks associated with certain pharmaceutical products and to ensure that the benefits of such products outweigh their risks.

REMS products require specialized distribution channels, prescriber and pharmacy certifications, patient monitoring protocols, and other safety measures that cannot be adequately administered through the Platform. Accordingly, all REMS-designated products are excluded from transactions on the Platform.

5.4 Compliance Obligations

Sellers are solely responsible for ensuring that all products listed on the Platform comply with this Agreement and all applicable federal, state, and local laws and regulations. The Company reserves the right to remove any listing that, in its sole judgment, violates this Agreement or applicable law, and to suspend or terminate the account of any Seller who lists prohibited products.

6.1 Amendments

The Company reserves the right to modify, amend, or update this Agreement at any time and at its sole discretion. Users will be notified of material changes to this Agreement via email or through a notice posted on the Platform. Continued use of the Platform following such notification constitutes acceptance of the modified Agreement.

6.2 Account Termination

The Company may suspend or terminate any User's account at any time, with or without cause, and with or without notice, if the Company determines, in its sole discretion, that the User has violated any provision of this Agreement, engaged in fraudulent or unlawful activity, or otherwise acted in a manner that is harmful to the Platform, other Users, or the Company.

6.3 Limitation of Liability

To the maximum extent permitted by applicable law, the Company, its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from your access to or use of the Platform.

6.4 Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Platform, your violation of this Agreement, or your violation of any applicable law or regulation.

6.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State in which Active CS LLC is organized, without regard to its conflict of law principles.

6.6 Dispute Resolution

Any disputes arising out of or relating to this Agreement or the use of the Platform shall first be attempted to be resolved through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit to binding arbitration in accordance with the rules of the American Arbitration Association.

6.7 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

6.8 Entire Agreement

This Agreement, together with any policies or guidelines referenced herein, constitutes the entire agreement between you and the Company regarding the use of the Platform and supersedes all prior agreements, understandings, and communications, whether written or oral.