Price & Payment. Upon acceptance of an invoice, Buyer shall pay MyPharma Solutions (“Seller”) the amount stated on each invoice (the “Total Price”). The Total Price for the Goods includes all transportation costs, freight, insurance, special handling and packaging, and any required federal, state, or local sales or other taxes (except for taxes based on Seller’s net income) and duties. Payment for the Goods shall be made via credit/debit card or wire transfer.

Restrictions on Resale. Buyer shall not resell the Goods for less than $25.00 per unit. “Unit,” as used in this section, means an individual MyPharma Solutions-branded spray.

Buyer shall not sell any Goods or Units on Amazon. Any such sale shall constitute a material breach of this Agreement.

Delivery; Risk of Loss. Seller shall deliver the Goods to Buyer at Buyer’s delivery address unless otherwise agreed upon by the Parties in writing. Title and risk of loss shall remain with Seller until Buyer takes possession of the Goods, whether actual or constructive possession.

The Goods will be suitably packaged for shipment in Seller’s standard containers. Seller shall not be liable to Buyer or any other party for any delay in shipment or delivery of the Goods due to unforeseen or catastrophic circumstances.

Inspection of Goods. Buyer shall inspect the Goods within five (5) business days of receipt of the Goods (the “Inspection Period”) and either accept the Goods or, if such Goods are nonconforming, reject them.

Buyer will be deemed to have accepted the Goods unless Buyer notifies Seller in writing of any nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller.

If Buyer has not rejected the Goods within five (5) business days from the date of delivery, Buyer shall have waived any right to reject that specific delivery of Goods.

In the event Buyer rejects the Goods in accordance with this section, Seller shall cure the deficiency within a reasonable period of time. A reasonable period shall be determined based on industry standards applicable to the particular Goods and the circumstances affecting Seller and Buyer.

Refunds. All sales are final, and Seller offers no money-back guarantees. By agreeing to these Terms & Conditions, Buyer acknowledges and agrees that Buyer is not entitled to a refund for any order under any circumstances.

Warranty. Seller’s Goods are warranted to Buyer against manufacturing defects in materials and workmanship for thirty (30) days following delivery of the Goods (the “Warranty”).

Any modifications, alterations, or attempts to modify or alter the Goods by anyone other than Seller or its authorized representative shall void the Warranty. Additionally, the Warranty does not cover damage caused by improper care or use, negligence, misuse, or normal wear and tear.

If Goods are determined to be defective and covered by the Warranty, Seller shall replace the defective Goods free of charge and may provide Buyer with a shipping label to return the defective Goods. Upon receipt of the defective Goods, Seller shall send replacement Goods to Buyer.

All warranty claims must include the product name and a complete description of the defect. Where possible, photographs or other images of the defect should also be included. Once a warranty claim is submitted, Seller shall determine, in its sole discretion, whether the product is deemed defective and eligible for replacement.

To make a warranty claim, Buyer must contact Seller by emailing [INSERT MYPharma Solutions EMAIL ADDRESS]. Proof of purchase may be required for warranty claims.

SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Partner Password-Protected Ordering Site. Buyer may be granted access to Seller’s password-protected ordering site. Under no circumstances shall Buyer provide, disclose, share, or otherwise make available its password or account access credentials to another business, individual, or third party without prior written permission from Seller.

Confidential Information. During the course of Buyer’s relationship with Seller under this Agreement, Buyer and its respective agents, employees, and representatives may receive or have access to Seller’s Confidential Information.

Buyer agrees and covenants that it shall keep all Confidential Information strictly confidential and shall not disclose, cause, or permit such Confidential Information to be disclosed to any person or entity except as expressly authorized in writing by Seller.

a. Definition of Confidential Information. “Confidential Information” means any trade secret, confidential information, or proprietary business information of Seller, whether or not such Confidential Information has been conceived, originated, discovered, or developed in whole or in part by Seller.

Confidential Information includes, but is not limited to:

• Information regarding Seller’s business plans, operations, products, strategies, marketing, sales, product pricing, costs, margins, purchasing, customers, prospective customers, and supplier relationships;

• Customer retention strategies, customer preferences and contracts, and strategies and plans for servicing customers;

• Legal strategies, finances, licensees, licensors, authors, contributors, or other business relationships;

• Information received from third parties under confidential conditions;

• Inventions, designs, experimental or new products, and non-public intellectual property rights, including unpublished or pending patent applications and related patent rights;

• Formulae, processes, discoveries, improvements, ideas, concepts, compilations of data, and other data, whether or not patentable or copyrightable; and

• Any other valuable financial, commercial, business, technical, operational, or marketing information concerning Seller or any products or services made, developed, marketed, distributed, or sold by Seller, as well as any other non-public information that provides a competitive advantage to Seller.

b. Confidential Information Exclusions. Confidential Information does not include information that:

1. Was lawfully in Buyer’s possession before receipt from Seller, as evidenced in writing;

2. At or after the time of disclosure by Seller, becomes generally available to the public through no act or omission of Buyer;

3. Is independently developed by Buyer without the use of or reference to any Confidential Information received from Seller; or

4. Is received by Buyer from a third party that is legally permitted to disclose such information without breach of any legal, contractual, or confidentiality obligation.

Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE UNDER THIS AGREEMENT TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

THE LIABILITY OF SELLER, AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE OF THE GOODS WITH RESPECT TO WHICH SUCH CLAIM IS MADE.

Force Majeure. Seller shall not be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay results from causes beyond Seller’s reasonable control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, governmental action, strikes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, transportation interruptions, supply chain disruptions, or similar events beyond Seller’s reasonable control.

In such an event, Seller shall be excused from its obligations for the duration of the delay and for a reasonable period thereafter.

Governing Law; Venue. This Agreement and all rights and obligations of the Parties shall be governed by the Uniform Commercial Code as enacted and in force in the State of Florida and by the applicable laws of the State of Florida.

The Parties agree that any action, dispute, or proceeding arising out of or relating to this Agreement shall be brought solely in a state or federal court of competent jurisdiction located in Sarasota County, Florida.