Being over the age of 21, I hereby enter into this agreement (the “Agreement”) with SphericMed, for on and on behalf of itself and each Licensed Supplier and My Agents (defined below), intending to be legally bound:

1.01 I am entering this Agreement with SphericMed because I wish to place an order (“My Order”) for certain medications and other products (“The Products”), on the terms and conditions set out herein.

1.02 I want to purchase The Products from, and have My Order filled by, a Licensed Supplier in one or more of the following countries or geographic territories: Canada, Europe, and/or other locations around the world.

1.03 I confirm, acknowledge and agree that, as part of the Order process, I have indicated that:
(a) I want to purchase Medications and other products from, and have My Order filled by, a supplier in more than one of the listed countries (all countries selected by me are referred to hereafter as a “Selected Country”), SphericMed will, as my agent on my behalf, select a supplier, or where applicable, a licensed pharmaceutical supplier (each, a “Licensed Supplier”) from one or more countries to dispense The Products. SphericMed will, as my agent, make the decision about which one or more Licensed Suppliers will dispense The Products based on the availability and/or price of The Products in the Selected Countries; and
(b) I want to purchase The Products from, and have My Order filled by, a Licensed Supplier in a specific Selected Country, The Products will be dispensed by a Licensed Supplier in that Selected Country selected for me by SphericMed, as my agent.

1.04 I understand that SphericMed is not a pharmacy, and that in every case, I am purchasing The Products from the Licensed Supplier, and The Products will be shipped directly to me by the Licensed Supplier. If The Products are being purchased from pharmacies or pharmaceutical wholesalers in different countries, they will be shipped directly to me by the Licensed Supplier in that country.

1.05 I confirm, acknowledge and agree that if The Products are shipped to me from more than one location, I will not be charged a separate shipping fee for each shipment.

1.06 I specifically confirm, acknowledge and agree that title to The Products passes to me from the Licensed Supplier when The Products are picked up from the Licensed Supplier by a Third Party Shipping Provider contracted on my behalf, and that (subject expressly to Section 1.8 of Schedule “A” attached) any and all agreements reached or contracts formed throughout the course of my purchase of The Products are and shall be deemed to be made in respect of any of The Products that are purchased in a Selected Country, in that Selected Country and accordingly shall be governed by the laws of that Selected Country applicable to such contracts and agreements.

1.07 I specifically confirm, acknowledge and agree that (subject expressly to Section 1.8 of Schedule “A” attached) any dispute that arises between me and SphericMed or any of My Agents (defined below) shall, insofar as such dispute relates to any of My Agents located in a Selected Country, be governed by the laws of that Selected Country applicable to contracts formed in that Selected Country and the courts of that Selected Country shall have sole and exclusive jurisdiction over any such dispute.

1.08 The additional Terms and Conditions set out on Schedule “A” hereto, which Schedule is hereby incorporated herein by reference, form an integral part of this Agreement, and I acknowledge having read such terms and conditions and that I agree to them.

Schedule “A”

PART I – AUTHORIZATIONS AND CONSENTS

1.1 The authorizations, appointments, powers of representation and consents that I am providing herein to SphericMed and My Agents commence on the date I sign the Agreement and will continue until I cancel them. I understand that I can cancel the authorizations, appointments and consents I have herein granted at any time.

1.2 I hereby authorize and appoint SphericMed and My Agents as my agents and attorneys for the limited purpose of taking all steps and signing all documents on my behalf necessary to obtain The Products, if required by law in a Selected Country from which I am purchasing The Products, to the same extent as I could do personally if I were present taking those steps and signing those documents myself. This authorization includes, but is not limited to: collecting My Information (defined below) about me or the legal entity I represent; collecting similar information from my licensing body; and disclosing my Information to SphericMed’s employees, agents, contractors, subcontractors, affiliates and service providers, including without limitation any Agent Physician (defined below), any Licensed Supplier and any pharmacist in a Selected Country being engaged on my behalf (collectively, “My Agents”), as required, for the limited purpose of obtaining The Products and for My Order to be filled.

1.3 In this Agreement, the term:
(a) “My Information” means information about me or the legal entity which I represent (including, without limitation, my order history, license information), my contact and demographic information (including, without limitation, my full name, address and phone number) and payment information.

1.4 I further consent to SphericMed and My Agents being able to contact one another to discuss my Personal Information, as it pertains to the supply and shipping of The Products. I understand that the reason for this consent is to provide My Agents with the full opportunity to conduct an independent analysis of whether My Order is appropriate, and discuss any potential complications that might arise. My Information and information concerning My Order will also be provided to any marketing company, on whose behalf SphericMed carries out its marketing and administrative services, in order to facilitate the processing of My Order and to establish and maintain my customer account. I further understand that my Information will not be used for any other reason, and will be kept in strict confidence.

1.5 I hereby specifically acknowledge that I am aware that SphericMed will be transmitting my Information by electronic means (for example fax, or secure internet) to My Agents. I understand that the use of electronic means will enhance the efficiency and timeliness of processing My Order. I also understand that SphericMed, as a custodian of my Personal Information, will take precautions to protect my Personal Information from improper disclosure or use. I hereby consent to SphericMed’s transmission of my Personal Information by electronic means to My Agents.

1.6 If I was directed to SphericMed’s services through an intermediary (for example, a pharmacy benefit manager, health management organization or other service provider, or a City or State or other group program), I hereby authorize SphericMed to release Personal Information to such an intermediary if required for quality assurance or auditing purposes, or to permit the processing of any claims on my behalf. It is my understanding that all such intermediaries will provide confidentiality covenants to SphericMed whereby they agree to hold any such information in strictest confidence and to abide by the privacy policies of SphericMed relating to the protection of my Information. I specifically consent to the transmission of the forgoing information to such intermediaries by electronic means.

1.7 Subject specifically to Sections 1.05, 1.06, and of the Agreement, I authorize and appoint SphericMed and My Agents as my agents and attorneys for the purpose of taking all steps and signing all documents on my behalf necessary to package or re-package The Products and to arrange delivery of them to me, to the same extent as I could do if I were personally present taking those steps and signing those documents myself.

1.8 I confirm, acknowledge and agree that I initiated contact with SphericMed and that SphericMed is not located in the United States. Without limiting this Section of the Agreement, I also confirm, acknowledge and agree that all services that I receive from SphericMed, My Agents and Licensed Suppliers are being received outside of the United States and that any transportation and importation of goods are solely my responsibility and liability.

PART 2 – DISCLOSURE AND REPRESENTATIONS

2.1 I hereby represent and confirm to SphericMed, and to each of its affiliates, associates, related companies, subsidiaries and parent company and each of their respective directors, officers, shareholders, employees, contractors, subcontractors, successors and assigns and to My Agents that:
(a) The Products are being purchased by me, who is a licensed medical professional or I am acting on behalf of an institution or other legal entity and maintain all necessary licenses, permits and approvals in my governing jurisdiction to order and receive the products I am, or will be requesting. I will provide proof of licensing to SphericMed in order to verify my/our standing as a licensed entity and eligibility to purchase from SphericMed.
(b) I can make my own decisions to purchase The Products or I am duly authorized to make legally binding decisions on behalf of the legal entity, individuals or institutions I represent including but not limited to purchasing The Products and entering into this agreement on its behalf.
(c) I am not seeking or relying on any medical information, advice or approval from SphericMed or My Agents.
(d) I acknowledge that SphericMed and My Agents have relied and will continue to rely on the information and documentation that I am providing to them (including the Agreement, My Order, and My Profile) and I represent and confirm that I have fully and truthfully disclosed all pertinent information and documentation to SphericMed. I agree to notify SphericMed of any changes to my licensing or the licensing of the entity I am authorized to act on behalf of by providing an updated Profile. I understand that if I have provided incorrect or incomplete information to SphericMed or My Agents, my account may be terminated immediately at the sole discretion of SphericMed.
(e) Calls may be monitored and recorded for training purposes.

PART 3 – PURCHASE AND SALE TERMS

3.1 SphericMed will charge my credit card through a third party, for the price of the products and shipping charges as posted on the SphericMed.com web site on or about the day My Order is processed and all other documentation necessary to enable the Licensed Supplier(s) to process my order has been received. In the event my payment is not authorized, SphericMed has the right to cancel My Order and attempt to provide me with notice of such cancellation.

3.2 I confirm, acknowledge and agree that:
(a) Any of The Products being purchased from a Licensed Supplier will be packaged as required by law in the jurisdiction of the Licensed Supplier.
(b) Products may be returned or exchanged within thirty (30) days of purchase where applicable. Should it be necessary to return or exchange any product, I agree that I will contact SphericMed for approval prior to making any attempt to return or exchange a product. Returns or Exchanges will be accepted at the sole discretion of SphericMed.
(c) SphericMed and My Agents reserve the right to refuse to assist me in obtaining My Order or any other order in their sole discretion, in which event I will be entitled to a refund for monies paid for such order; and
(d) Neither SphericMed nor My Agents provide their agency or attorney services as a substitute for the advice of licensed legal counsel
(e)I authorize SphericMed, My Agents and/or the Licensed Supplier to establish an account with a third party shipping and sorting facility so that I may receive product storage, shipping and ancillary administrative services from a third party shipping and sorting facility.
(f)I expressly authorize SphericMed, My Agents and/or the Licensed Supplier to choose the third party shipping and sorting facility at its sole discretion on my behalf. Said third party shipping and sorting facility may perform tasks such as shipping, storage, and sorting of stocks owned by me that are being shipped by the third party facility for me on my behalf.
(g)I understand that the third party shipping provider will pick up from the Licensed Supplier, store and ship my stock in my name and on my behalf and is shipping said stock to me at my request.
(h)I acknowledge that any third party utilized for the transportation, storage or sorting of goods for me will be held responsible for any damages incurred from any services provided by the third party to me as the third party is acting on my behalf and is not owned, operated or controlled by SphericMed. Therefore I agree not to hold SphericMed liable for any damages or claims that may arise from the actions or services provided by the third party. I further agree and acknowledge that I will at all times be the importer of record for all products shipped using the third party. I recognize and acknowledge that the third party shipping and sorting facility will not import the products being shipped to me on my behalf and may not provide importation or brokerage services and may not assist in the importation of products shipped by the third party storage and sorting facility on my behalf.

3.3 I confirm, acknowledge and agree that to the extent that my customer account and records can be considered to be owned by any person, same shall be owned by SphericMed.

3.4 I specifically confirm, acknowledge and agree that each and every one of these terms and conditions (including, without limitation, my choice of selected country(ies), Third Party Shipping Providers and Licensed Supplier(s)) will automatically, and without further action by me or SphericMed, apply to and govern any future orders by me of medications or other products from SphericMed, unless I specifically indicate otherwise at the time of ordering such products. without limiting the foregoing, each authorization and consent provided by me in this agreement will continue until such authorization or consent is canceled(which can be done at any time).