PURCHASE-SPECIFIC TERMS & CONDITIONS:

Terms of Use of the Technical Services:

The Registrant and Authorized User of a Medisca Australia P/L and Medisca Network Inc. (collectively, “MEDISCA”) Technical Services, which include the Technical Support Service (TSS) bundle packs, Standard Operating Procedures (SOPs) and Specialized Consultation Services, must be a registered pharmacist or of other appropriately state registered professional. MEDISCA reserves the right to inquire about, or request, a written copy of the qualifications of the Registrant and/or Authorized User of a MEDISCA Technical Services product. The Registrant of MEDISCA Technical Services represents and warrants that they, and its Authorized Users, are competent, qualified and hold the appropriate credentials, and will make such credentials available to MEDISCA upon request. The Registrant of MEDISCA Technical Services hereby grants MEDISCA the right to communicate, through e-mail and / or telephone, changes to any and all SOP- related products and services that reflect regulatory or other pertinent changes and/or new product/service offerings.

MEDISCA reserves the right to reject any purchase of a Technical Services product, or to decline continued use of, or access to, any product or service, for any reason, at its sole discretion, and consistent with the law. MEDISCA has placed a ceiling of thirty (30) as the number of formulas that can be downloaded per day from 12:00am – 11:59pm EST from its online database for all TSS Bundle Packs offered by MEDISCA. MEEDISCA reserves the right to withhold the release of greater than thirty (30) formulas per day from its online database until such time as the Registrant of the TSS Bundle Pack can demonstrate medical necessity on a per formula basis. MEDISCA explicitly reserves the right to dismiss a Registrant or an Authorized User from further use of any product or service for violation of adherence to professional standards of practice and will not be entitled to any refund, or transfer of credit, for purchased products or services.

Payment and Cancellation:

Payment for a MEDISCA Technical Service must be made by means of an approved credit card or cheque and received in full prior to the commencement of service. Payment must be made out to MEDISCA Australia P/L. MEDISCA Technical Services prices are quoted in Australian Dollars [AUD] plus applicable GST and are subject to change. MEDISCA will not provide refunds for the cancellation or withdrawal from a Technical Service once payment is made and simultaneous service is initiated.

Subscription Term for TSS Bundle Packs and Terms of Purchase:

The term for any TSS Bundle Pack purchase is one (1) year from date of purchase, regardless if all components have been depleted (the “Subscription Term”). In the event the Registrant depletes all or part of the components before the end of the Subscription Term, Registrant shall either (a) upgrade its TSS Bundle Pack prior to the end of the Subscription Term and pay the price difference of Registrants then-current TSS Bundle Pack and the updated TSS Bundle Pack; (b) upgrade its TSS Bundle Pack with a new Subscription Term; or (c) renew Registrants then-current TSS Bundle Pack. In the event of (b) or (c), the Subscription Term shall be modified to the date of upgrade or renewal, respectively.TSS Bundle Packs can only be purchased on an individual basis, and TSS Bundle Pack plan combinations are not permitted. Compounding Inquiries, as identified in a TSS Bundle Pack, are subject to limits on talk time minutes with MEDISCA. Whenever possible, MEDISCA will advise the Registrant and/or Authorized User of the TSS Bundle Pack an estimated time on how long their inquiry will take before starting. Compounding Inquiries are measured in minute from initial inquiry call to completion of inquiry.

MEDISCA offers the following discounts for the renewal or multiple purchases of TSS Bundle Packs:

1. A twenty-five percent (25%) discount is applicable with the renewal of bundle pack A prior to expiration of current bundle pack.
2. A ten percent (10%) discount is applicable with the renewal of bundle pack B, C, D or E prior to expiration of current bundle pack.
3. A twenty percent (20%) discount is applicable on the simultaneous purchase of a second TSS Bundle Pack when the second TSS Bundle Pack is applied to a second registered practice under common ownership.
4. A five percent (5%) discount is applicable with the renewal of TSS Bundle Pack B, C, D or E when the renewal date is greater than or equal to ninety (90) days from current end date of term of the respective TSS Bundle Pack.
5. Applicable to all Bundle Pack purchase options, a maximum of thirty (30) formulas downloaded per day is permitted.

Compounding Inquiries include:

Tier 1 :

LITERATURE SEARCHES:compile a list of references that includesupport on the stability of a compounded preparation, studies regarding route of administration and bioavailability, information on various disease states or therapeutic categories for educational purposes, etc.

MATHEMATICAL CALCULATIONS:Medisca Network Formula Specific: salt-base conversions, API potency/activity, water content, etc.

COMPOUNDING QUESTIONS:step-by-step guidance on carrying out formula specific procedural steps, specialized techniques and technology, packaging, beyond-use dating, etc.

API, EXCIPIENT AND BASE SPECIFIC QUESTIONS:suitability, compatibility and interactions for excipients, APIs and ready bases.

Tier 2- includes consultation with experts in the field of pharmaceutical compounding regarding:

CURRENT REGULATORY LANDSCAPE AND PROPOSED CHANGES:USP, APF, Pharmacy Board of Australia, Federal Regulations, State/Territory Guidelines, etc.

NICHE MARKET SPECIFIC QUESTIONS:Compounding on Pain Management, Hormone Replacement Therapy, Veterinary Compounding, Dermatology Compounding, Paediatric Compounding, etc.

Terms of Purchase of SOPs:

SOPs may only be purchased as complete sets and cannot be purchased individually. The sets of SOPs may be purchased separately from each other.

Terms of Purchase of Consultation Service:

Each Consultation Service is valid for a period of one (1) year from the purchase date.

PROPRIETARY RIGHTS:

RESPONSES OF MEDISCA, INCLUDING ALL CONSULTATIONS, FORMULAS, WRITTEN ANSWERS TO TECHNICAL QUESTIONS/COMPOUNDING INQUIRIES, WRITTEN RESPONSES TO CONSULTATION-RELATED QUESTIONS, SOPS,AND ANY TOOLS DEVELOPED THROUGH TECHNICAL SUPPORT SERVICEARE AND REMAIN THE PROPERTY OF MEDISCA. THE REGISTRANT AND/OR AUTHORIZED USER ARE PROVIDED A RESTRICTED LICENSE TO USE IN ITS PRACTICE, AND WILL NOT FURTHER DISSEMINATE OR REDISTRIBUTE FORMULAS, WRITTEN ANSWERS TO TECHNICAL QUESTIONS/COMPOUNDING INQUIRIES, WRITTEN RESPONSES TO CONSULTATION-RELATED QUESTIONS, SOPSAND ANY TOOLS DEVELOPED THROUGH TECHNICAL SUPPORT SERVICEWITHOUT THE EXPRESS WRITTEN CONSENT OF MEDISCA.THE DISSEMINATION OR REDISTRIBUTION OF MEDISCA PRODUCTS IS STRICTLY PROHIBITED. MEDISCA HAS TAKEN SIGNIFICANT MEASURES TO PROTECT ITS PROPERTY UNDER THE LAW, BY APPLYING TRADEMARKS AND COPYRIGHT TO ITS PRODUCTS AND SERVICES. NO TRADEMARKED OR COPYRIGHT MATERIAL OR ANY OTHER CONTENT MAY BE DISTRIBUTED, DOWNLOADED, MODIFIED, REUSED, REPRODUCED, REPOSTED, RETRANSMITTED, DISSEMINATED, SOLD, PUBLISHED, BROADCASTED, CIRCULATED OR OTHERWISE USED IN ANY WAY WHATSOEVER EXCEPT AS EXPRESSLY STATED, WITHOUT THE EXPRESS WRITTEN CONSENT OF MEDISCA.

MEDISCA’S SERVICES, INCLUDING BUT NOT LIMITED TO, TSS ONLINE FORMULA DATABASE, PROVIDE THE INDUSTRY WITH A WIDELY AVAILABLE AND CONTINUALLY EXPANDING TECHNICAL RESOURCE TO PROMOTE STANDARDIZED, WELL-SUPPORTED AND PROFESSIONAL COMPOUNDING FORMULAS AND ASSISTANCE. ACCORDINGLY, AND AT THE SOLE DISCRETION OF MEDISCA, ALL FORMULAS PROVIDED BY MEDISCA MAY BE UPLOADED TO THE DATABASE AND MADE ACCESSIBLE TO ALL REGISTRANTS AND AUTHORIZED USERS, SO THAT THE LICENSED PHARMACIST OR OTHER APPROPRIATELY STATE LICENSED PROFESSIONAL COMMUNITY CAN BENEFIT COLLECTIVELY FROM THE RESPECTIVE RESPONSES OF MEDISCA, REGARDLESS IF A SERVICE WAS CUSTOMIZED TO AN INDIVIDUAL REGISTRANT’S REQUEST. MEDISCA SOPS ARE COPYRIGHT © PROTECTED. ANY REPRODUCTION, REPRINT OR COPY, IN ELECTRONIC OR PRINT VERSION, IS STRICTLY PROHIBITED WITHOUT THE EXPRESSED WRITTEN CONSENT OF MEDISCA.

It is strictly forbidden to use the name Medisca Australia P/L and/or Medisca Network Inc., or their official logo, for the purposes of business development and marketing without the express written consent of MEDISCA. MEDISCA Australia P/L and MEDISCA Network Inc. reserve the right to restrict any other unauthorized use of their name, official logo and other intellectual property without its express written consent.

Confidentiality, Non-Disclosure, Non-Solicitation and Account Access:

Confidential Information refers to any and all information, whether communicated verbally, visually or in written form, acquired by the Registrant, Authorized User and/or Subscriber in the course of its compounding inquiries and consultation‐related questions, SOPs and tools developed through TSS, or any other business discussions with MEDISCA. For further clarity,the Registrant, Authorized User and/or Subscriber of MEDISCA Technical Services is responsible for the integrity and security of the MEDISCA websites, particularly access to restricted website screens, and any unauthorized access to restricted website screens. Unauthorized use or access to, distribution, copy, reproduction, or transmission, of restricted content contained on the MEDISCA websites are strictly forbidden.

The Registrant of MEDISCA TSS will be issued a username and password, which are security features of the MEDISCA website. It is the responsibility of the Registrant to maintain the security and confidentiality of this username and password, and acknowledges that any unauthorized use or access to, distribution, copy, reproduction, or transmission, of security features related to the MEDISCA website is strictly forbidden. MEDISCA reserves the right to prosecute, under the law, any violation of its sole and exclusive right of distribution which constitutes an unauthorized use or access to, distribution, copy, reproduction, or transmission, of restricted content.

The Registrant, Authorized User and Subscriber shall not, directly or indirectly, solicit, induce, attempt to induce or provide any services to any current customers or registrants of MEDISCA nor its affiliates and subsidiaries for any reason at any time.

Disclaimer:

MEDISCA provides services in the form of information on formulas, and in the form of written documentation, on the basis of recognized compendia, texts, reference articles, current compounding pharmacy practice standards/guidelines and includes appropriate reference lists as a part of said formulas and written documentation. MEDISCA also provides Consultation Services on the basis of recognized compendia, texts, reference articles, educational activities and current compounding pharmacy practice, and other state licensed practice, standards/guidelines. MEDISCA and its independent contractor consultants take no responsibility for the validity of this information or for its safety or effectiveness, or for any use thereof, which is at the sole risk of the Registrant, whom in this instance and in reference to these particular services must be a licensed pharmacist or other appropriately state licensed professional. Said licensed pharmacist or other appropriately state licensed professional is advised that suggested formulas, written documentation and consultation are presented for informational purposes only, and that adjustments may be needed to meet specific patient needs, in accordance with a duly licensed medical practitioner’s evaluation and subsequent prescription. In addition, it is responsibility of the Registrant to further validate information received with all other applicable and qualified experts / governing bodies on the usefulness, applicability and incorporation of said information into their practice. Formulas should only be provided upon the request and authorization of a duly licensed medical practitioner. Licensed pharmacists or other appropriately state licensed professionals using suggested formulas are advised that its use as a means of therapeutic intervention is based on the duly licensed medical practitioner’s independent clinical judgment. The licensed pharmacist or other appropriately state licensed professional must employ appropriate tests to determine the precise stability of suggested formulas. No claims are being made as to the safety or clinical efficacy of suggested formulas. MEDISCA and its independent contractor consultants cannot and shall not be held liable to any person or entity concerning claims, loss, or damage caused by, or alleged to be caused by, directly or indirectly, the use or misuse of the information contained in suggested formulas, written documentation or verbal consultation.

MEDISCA makes no warranties with respect to infringement or non-infringement by the formula, or any products or services provided by MEDISCA or its independent contractor consultants of any patent or other intellectual property of any other party, and it is the responsibility of the licensed pharmacistor other appropriately state licensed professional to investigate and determine any such issue. It is specifically prohibited for the formula to be used for any purpose that would infringe a valid claim of a patent. In the event of any patent or other intellectual property infringement, or breach by a licensed pharmacistor other appropriately state licensed professional of any of its obligations hereunder, the licensed pharmacistor other appropriately state licensed professionalwill indemnify and hold harmless MEDISCA and all of its affiliates, officers, directors, consultants and employees from and against any harm, damage, loss, claim or threats thereof, including reasonable attorney’s fees, which may result, in whole or in part, therefrom.

MEDISCA provides Consultation Services in accordance with United States Pharmacopeia (USP) and Australian Acts, Regulations, Professional Practice Standards and Guidelines. MEDISCA takes no responsibility for the content of these documents or verbal consults. MEDISCA provides SOPs in accordance with Australian Acts, Regulations, Standards and Guidelines. MEDISCA takes no responsibility for the content of these documents. All suggested SOPs should be validated, approved and authorized for use by the licensed pharmacist or other appropriately state licensed professional prior to use.

MEDISCA makes no warranty to the accuracy of the Gap Analysis services provided and is provided on “as-is” based on the information provided by the Registrant. MEDISCA shall not be held liable for the Gap Analysis services provided hereunder. Any inconsistencies identified verbally or in writing following the completion of the Gap Analysis services provided will require corrective and preventative actions to be undertaken by the registered pharmacist or other appropriately state registered professional. The information contained in this Gap Analysis service, which may include treatment modalities, diagnostic and therapeutic information, formulations, and instructions related to regulatory guidelines and current standards of practice for pharmacy compounding, is FOR EDUCATIONAL PURPOSES ONLY and shall not serve as an official audit nor as a service to provide an official Certificate of Compliance. Regulatory Inspectors may focus on other aspects, including aspects in which they have special interest or are emerging areas of interest to Regulators. Any regulatory or practice standard must be fully investigated by a registered pharmacist or other appropriately state registered professional in accordance with most current accepted professional practice standards and compendia.