SPIRIT PHARMACIST CONSULTATION SERVICES
TERMS AND CONDITIONS AGREEMENT

updated 8/4/24

This Consultation Services Agreement (the “Agreement”), effective as of the date signed by the Client (the “Effective Date”), is made by and between Spirit Pharmacist LLC, an Oregon limited liability company (“Spirit Pharmacist”), and the an individual whose name, email address, and checked box consenting to the terms provided herein are provided through the purchase webpage (the “Client”), where Client is engaging Spirit Pharmacist to provide the Services consistent with the terms and conditions below. Spirit Pharmacist and Client are each a “Party,” and are collectively the “Parties” to this Agreement.

Spirit Pharmacist provides educational information and consulting services, as well as other related services, including but not limited to products (such as educational courses and webinars), content, resources, and support, in connection with pharmacology, pharmacological issues in connection with the use of substances that create non-ordinary states of consciousness, including but not limited to substances that are psychedelic like psilocybin, empathogenic like MDMA, dissociative like ketamine, and other mind-altering substances (collectively, the “Substances”), and other subjects.

Spirit Pharmacist provides individualized educational consulting services regarding psychopharmacology and the potential use of Substances (the “Services”). The Services are only available to the Client who agrees to and complies with the terms and conditions of this Agreement.

 

For other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Client is agreeing to the following terms and conditions:

1. Term. The term of this Agreement commences on the Effective Date and continues until completion of the Services, as described in Section 2, unless and until terminated herein (the “Term”).

2. The Services. The Services are provided to Client to be used consistent with this Agreement.

a. Types of Information Shared for Services.

i. The Services include the provision of information from Spirit Pharmacist that includes both general and tailored informational and educational content that is pharmacological analysis using (i) the provided Client Health Conditions and Client Information, each as defined below, in the context of any Substances identified by Client and (ii) available medical information regarding general health conditions, drug information, scientific evidence, and expert consensus or practice guidelines, as well as any informational and educational content in connection with the Services, recordings of the Services from Spirit Pharmacist, and other resources, excepting any third-party resources, (collectively, the “Spirit Pharmacist Information”). The Spirit Pharmacist Information may identify, without limitation:

1. Strategies to decrease risks associated with the use of Substances, including but not limited to tapering or the discontinuance of the Client’s use of substances identified in the Client Information, as defined below;
2. Potential risks of the use of Substances and their interactions with the Client Health Conditions, as defined below;
3. Approaches that may increase safety in the use of any Substances identified by Client, and may include education about set, setting, dosage, and practices that may mitigate a difficult experience and increase likelihood of positive experience.

ii. Spirit Pharmacist commences with provision of the Services by sending the Client a form requesting information about the Client (the “Intake Form”). The Intake Form asks the Client to, and the Client hereby agrees to fully and honestly, provide the Client’s and familial known medical, physical, mental, emotional, spiritual, and psychological health conditions, which will include but may not be limited to any prescription medications, supplements, herbs, or recreational drugs and any past, ongoing, or current medical or alternative health treatments (collectively, the “Client Health Conditions”).

iii. Throughout the provision of the Services, Spirit Pharmacist will receive the Client Health Conditions and other information about the Client including but not limited to personal data and the information provided by the Client in the Intake Form, the Consultation Session, as defined below, and other communications whether in writing or orally (collectively, the “Client Information”).

b. Provision of Services. The Services will be provided as follows:

i. Prior to Consultation. Spirit Pharmacist will 1) review the Intake Form where Client has provided Client Health Conditions and other Client Information and 2) conduct any research necessary, as determined with respect to content and amount of time in the sole discretion of Spirit Pharmacist, of related currently available medical information regarding general health conditions and drug information.

ii. Consultation. A session where Spirit Pharmacist is available to Client for up to fifty (50) minutes of a calendar hour where Spirit Pharmacist will provide a consultation containing Spirit Pharmacist Information (the “Consultation Session”).

iii. Post-Consultation. Communicating additional Spirit Pharmacist Information, if determined appropriate in the sole discretion of Spirit Pharmacist, to the Client whether it be in written or verbal form. For example, Spirit Pharmacist may address minor questions or clarifications from the Client as part of the Services after the Consultation Session, however multiple questions or questions unrelated to initial information on the Intake Form or as discussed in the Consultation Session would be addressed subsequent to the Client’s engagement of the Spirit Pharmacist’s services pursuant to a new consultation services agreement or by purchasing Membership in the Spirit Pharmacist Member Program.

c. Limitation of Services. The Services do not:

i. Constitute medical or therapeutic evaluation, diagnosis, or a professional, licensed, or otherwise authorized medical, clinical, therapeutic, or healthcare service.
ii. Establish the Client as a patient of Spirit Pharmacist.
iii. Provide medical clearance to use any Substances.

d. Performance of the Services. Spirit Pharmacist will perform the Services to the best of its ability within a reasonable time frame for the Client. Notice shall be given to the Client in the event delay in performance of Services may be expected. The Client agrees that reasonable delays in Spirit Pharmacist’s provision of the Services are not a breach of this Agreement.

3. Client Use and Solely Educational Purpose of Services; Losses. The Client understands and agrees that the Services are solely providing the Spirit Pharmacist Information as educational and informational content, as described in this Agreement and the Website. Client understands and agrees that the Services do not constitute medical advice, diagnosis, or treatment and that Spirit Pharmacist cannot guarantee the accuracy or completeness of any aspect of the Services. Client acknowledges and agrees that their receipt of Services and access to and use of any Spirit Pharmacist Information or Services is at Client’s own risk. Spirit Pharmacist is not responsible or liable for any loss or damages resulting from the Client’s or, in such case where Client shares any such information with a third party, such third party’s use of or reliance on the Services or Spirit Pharmacist Information provided through the Website or from Spirit Pharmacist directly, or through third parties or another electronic medium.

4. Confidentiality and Spirit Pharmacist Use of Client Information. In acknowledgement of the sensitive and confidential nature of the Client Information and the Services provided under this Agreement, Client acknowledges and agrees that Client provides the Client Information to Spirit Pharmacist and hereby agrees and consents to Spirit Pharmacist’s use of the Client Information for the sole purpose of performance of the Services.

a. Client understands and agrees that Spirit Pharmacist will not intentionally disclose and make best efforts to prevent disclosure of Client Information, and such Client Information will not be used by Spirit Pharmacist for any other purpose than provided in this Agreement, except as authorized by the Client, in writing, or as required by law.

b. Systems and forms, such as the Intake Form, used for collection of Client Information are either encrypted or compliant with the privacy rule of the Health Insurance Portability and Accountability Act (HIPAA); notwithstanding anything to the contrary, in providing the Services and every manner of Spirit Pharmacist’s business activities as a consultant that provides no healthcare services, licensed or otherwise, and where Client is not a patient of Spirit Pharmacist, Spirit Pharmacist is not a covered entity under HIPAA nor subject to any other privacy rules pursuant to laws applicable to healthcare providers. However, Spirit Pharmacist agrees and makes every effort to keep the Client Information, the provision of the Services, and this Agreement confidential.

c. The Intake Form is completed via an encrypted form and Spirit Pharmacist’s correspondence in connection with the Services are sent from an encrypted email system. The Client’s use of an encrypted email system, by sending all messages as end to end encryption, is intended to add additional security to the Services.

d. Spirit Pharmacist prefers to use Zoom as the video conference system for the Consultation Session, however Signal or other medium may be an option if requested by the Client and agreed to by Spirit Pharmacist at its discretion.

5. Ownership of Spirit Pharmacist Materials. Client agrees that any and all rights materials provided during the provision of the Services, including Spirit Pharmacist Information and excluding Client Information (the “Spirit Pharmacist Materials”) and to any intellectual property within any Spirit Pharmacist Materials are the sole property of Spirit Pharmacist.
a. Client acknowledges and agrees that Spirit Pharmacist hereby solely authorizes use of such Spirit Pharmacist Materials for Client’s own personal, non-commercial use, subject to Section 3. Client agrees not to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Spirit Pharmacist Materials or Spirit Pharmacist Information, except where Spirit Pharmacist has expressly granted written permission in advance.

6. Fee for Services. In consideration of the Services, the Client must make a payment of the fee identified on the purchase page for the Services (the “Payment”).

a. The Payment is nonrefundable unless provided otherwise based on Termination as described in Section 7.

b. The Client must use the Services within six (6) months of the Effective Date or terminate consistent with Section 7(b)(i). In such circumstances where Client has failed to use the Services within such period of six (6) months of the purchase of the Services, Spirit Pharmacist may determine such failure constitutes forfeiture of the right to use the Services and the Client is not eligible for a refund, unless Spirit Pharmacist agrees, at its sole discretion, that the inability to schedule the Services is due to Spirit Pharmacist’s actions, omissions, or schedule and offers a reasonable time period of extension to Client.

7. Termination. Either Party can terminate this Agreement at any time by sending written notice to the other Party.

a. Spirit Pharmacist Termination. Spirit Pharmacist may terminate this Agreement at any time. For the purposes of this Section, the Client’s return of a completed Intake Form constitutes provision of the Services.

i. If Spirit Pharmacist terminates the Agreement prior to provision of the Services, Client will receive a full refund of the Payment.
ii. If Spirit Pharmacist terminates this Agreement while providing the Services for a breach of this Agreement, Client agrees they are not entitled to any refund of the Payment.

b. Client Termination. Client may terminate this Agreement at any time.

i. If Client terminates >24 hours prior to Spirit Pharmacist’s provision of the Services and within six (6) months of the Effective Date, and Spirit Pharmacist has not commenced any aspect of the Services identified in Section 2(b), Client will receive a full refund of the Payment.
ii. If Client terminates < 24 hours prior to Spirit Pharmacist’s provision of the Services and within six (6) months of the Effective Date, Client will not be entitled to a refund of the Payment no matter whether or not Spirit Pharmacist has commenced any aspect of the Services identified in Section 2(b).
iii. If Client terminates during the provision of the Services or breaches this Agreement, Client is not entitled to any refund of the Payment.

8. Conditions of the Services.

a. Client agrees the Services, including but not limited to the Spirit Pharmacist Information, are not provided for medical purposes or pursuant to a medical license or other licensure, and Client will not attempt to use such Services for medical purposes. Client understands, acknowledges, and agrees the Services are not intended and shall not be used as a substitute for advice from a licensed professional, such as a pharmacist, physician, or other healthcare or mental health professional.

b. Client understands and agrees that Spirit Pharmacist is in no way making any recommendation to use Substances or engage in any illegal activity. Client understands and agrees that Spirit Pharmacist, by offering or providing the Services, is not encouraging, instigating, inciting, criminally facilitating, soliciting, or promoting any illegal activity or the use of any Substances. Further, Client agrees that Spirit Pharmacist will not facilitate the procurement of–or actually procure–Substances on the Client’s behalf or otherwise. Client agrees not to ask Spirit Pharmacist to procure any Substances for Client and such conduct shall constitute a material breach of this Agreement.

c. Client acknowledges and understands that some Substances are illegal under certain state or federal laws in the United States and in other jurisdictions throughout the world, and it is the Client’s responsibility to be informed about the legal status of any Substances the Client may choose to use, if any.

d. Client agrees that any decision to utilize the Services, use any Substances, to stop using any substances, or taper off any substances is made voluntarily and of Client’s own accord and that any such decision will not be partially or wholly based on the Services or any Spirit Pharmacist Information, whether received from Spirit Pharmacist directly or Website or otherwise.

e. Client agrees that if the Client exercises their own discretion and makes a decision to cease or taper off any substances, including but not limited to prescription medication, herbs, or recreational drugs, whether the Client is dependent on such substances or otherwise, the Client agrees that this is not a decision that has been required or encouraged by Spirit Pharmacist or the provision of the Services, and the Client agrees that any such decision or other medical decisions should be wholly guided by and under the supervision of any medical provider.

f. The Client agrees that the Client is responsible for fully and honestly disclosing all information necessary for the Services, whether or not requested in the Intake Form. The Client understands and agrees that Spirit Pharmacist relies on the Client Information to provide the Services.

g. Client agrees that it is a material breach of this Agreement for Client to be intoxicated, to make offensive or verbally abusive statements, or to engage in sexual or discriminatory conduct [ANYTHING ELSE?] while interacting with Spirit Pharmacist pursuant to this Agreement.

9. Relationship of the Parties. In providing the Services under this Agreement, Client expressly agrees that Spirit Pharmacist is a service provider and is not an employee or independent contractor of the Client. Client acknowledges that this Agreement does not create a partnership or joint venture between them and is exclusively a services agreement.

10. Client Assumption of Risks. Client understands and agrees that Services, the decision by Client to use Substances, and any decisions Client makes using the Services may cause or compound health complications or other adverse health events or otherwise give rise to circumstances that may create a risk of serious injury, disability, death, or property damage, including but not limited to other forms of damages, losses, or personal injury, such as professional, criminal, or civil damages, pain, suffering, stress, or mental health, emotional, psychic or other injuries (collectively, the “Risks”). Client further understands, acknowledges, and agrees that:

a. The Risks involved in the use of Substances or any decisions Client makes related to the Services may not be known and may not be foreseen or reasonably foreseeable.

b. Spirit Pharmacist, and the provision of the Services, cannot and do not guarantee any particular outcome or the prevention of any particular occurrence of the Risks.

c. The Services may be incomplete or ineffective, with Client’s further acknowledgment that Client’s Health Conditions or unknown health conditions may override any potential accuracy or completeness of the Services.

d. There are limitations to currently available medical information and Spirit Pharmacist’s ability to identify all Risks.

e. Spirit Pharmacist is not responsible in any way to mitigate any Risks in connection with the Services, and that all such Risks are the sole responsibility of Client.

f. Any injuries sustained from the Risks may result from or be compounded by the actions, omissions, or negligence of Spirit Pharmacist, including but not limited to the failure to identify a particular issue related to Client’s known or unknown Health Conditions or a failure to communicate information.

g. Notwithstanding all these Risks, Client nevertheless enters into this Agreement knowingly and voluntarily, and desires the Services with an express understanding of the Risks, and that although Clientship, as well as the use of Substances, may involve Risks and constitute a potentially dangerous activity, Client nevertheless hereby agrees to accept and assume any and all such Risks, whether caused by the ordinary negligence or otherwise of Spirit Pharmacist or other Releasees (defined below).

11. Release and Waiver of Known and Unknown Claims. Notwithstanding the known and unknown Risks identified in this Agreement, Client hereby expressly waives and releases any and all claims which Client may have, or which they may hereafter have, whether known or unknown, against Spirit Pharmacist LLC, an Oregon limited liability company, and its organizers, members, owners, managers, employees, agents, affiliates, successors, contractors, attorneys, third parties, and assigns (collectively, “Releasees”), as a result of any Risks arising out of or attributable to this Agreement, the Services, and Client’s potential use of Substances or tapering or discontinuance of use of any substances, despite Client’s agreements herein not to rely on the Services or treat the Services as encouragement in making any such decisions, or otherwise arising from activities related to this Agreement, whether due to the ordinary negligence of the Releasees or otherwise (collectively, the “Claims”). Client understands that by agreeing to these waiver and release provisions in this section 11, Client is waiving any and all claims of any kind, including but not limited to the Claims, arising out of or attributable to this Agreement or the Services, including those claims that may be unknown or undiscoverable, or which Client does not otherwise suspect may exist at this time. Client covenants not to make or bring any such Claims against the Releasees, and forever releases and discharges the Releasees from all liability in connection with this Agreement and any Claims. These waiver and release provisions do not extend to claims that the laws of the State of Oregon do not permit to be released by agreement. Client further understands, acknowledges, and agrees that this Agreement is binding upon Client, as well as their estate, spouse, children, parents, guardians, agents, assignees, heirs, executors, administrators, beneficiaries, trustees, or legal representatives.
(a) WITH THE INTENTION OF WAIVING ALL KNOWN, UNKNOWN, SUSPECTED, AND UNSUSPECTED CLAIMS, BOTH NOW AND INTO THE FUTURE, CLIENT HEREBY EXPRESSLY WAIVES ALL RIGHTS, BENEFITS, AND PROTECTIONS CLIENT MAY HAVE UNDER ALL APPLICABLE LAWS RESPECTING THE WAIVER AND RELEASE OF CLAIMS HEREIN.

12. Indemnification of Spirit Pharmacist. Client hereby agrees to indemnify, defend, and hold harmless the Releasees from and against any and all Claims, liabilities, losses, damages, actions, proceedings, judgments, settlements, interest, awards, fines, expenses, or costs of whatever kind, including without limitation reasonable attorney fees, fees and costs of litigation, and fees of enforcing any right to indemnification under this Section, of every nature (including, but not limited to, property damage, bodily injury, or death), whether imposed by law or otherwise, sustained or alleged to be sustained by any third Party arising from or connected with the Services, including any claim related to Client’s own negligence or the ordinary negligence of Releasees.

13. Governing Law. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Oregon, without giving effect to the conflicts of law principles or rules of that or any other jurisdiction. The Parties consent to the jurisdiction of the State of Oregon for all purposes.

14. Dispute Resolution. The Parties agree to endeavor first to settle any claims, controversy, or disputes arising out of or relating to this Agreement, or breach of this Agreement (“Disputes”), by mediation with a mediator before resorting to arbitration. In the event there are any Disputes that could not be resolved by mediation, the Parties agree to settle such Disputes by confidential, binding arbitration administered by the Arbitration Service of Portland, Inc. (“ASP”) in Portland, Oregon, before a sole arbitrator unless otherwise required by the ASP Arbitration Rules, but judgment of the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Parties agree that the arbitrator will have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. The arbitrator shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any Party other than the direction to pay a monetary amount. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration in connection with this Agreement without the prior written consent of both Parties. The Parties agree that failure or refusal of a Party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that Party to present evidence or cross-examine witness. In such event, the other Party shall be required to present evidence and legal argument as the arbitrator may require for the making of a waiver. Such waiver shall not allow for a default judgment against the non-paying Party in the absence of evidence presented as provided for above. The prevailing Party will be entitled to an award of fees and costs, including attorney’s fees, as well as all other available forms of relief or damages.

15. Survival. Any term of this Agreement that expressly extends or by its nature should extend beyond the termination or conclusion of this Agreement, including but not limited to waivers of Claims and liability, confidentiality provisions, provisions protecting Spirit Pharmacist’s intellectual property, and dispute resolution provisions, will survive and continue in full force and effect after any such termination or conclusion of the Services.

16. Miscellaneous.
a. Notices. All notices, requests, consents, claims, demands, and waivers, and other similar types of communications hereunder (a “Notice”) must be in writing and addressed to the relevant Party at their last known address (or to such address that may be designated by the receiving Party from time to time in accordance with this Section), unless explicitly provided otherwise in this Agreement. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice that complies with the requirements of this Section is effective three (3) business days after delivery thereof.
b. Venue. Any legal suit, action, or proceeding arising out of or relating to this Agreement, including an action seeking equitable relief or the enforcement of any arbitration decision, must be instituted in the courts of the State of Oregon, in each case located in the City of Portland and County of Multnomah, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding, subject only to the terms and conditions of Section 14 of this Agreement.
c. Amendments. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.
d. Assignment; Binding Agreement. Client shall not assign, transfer, delegate, or subcontract any of their rights or obligations under this Agreement. Any purported assignment or delegation in violation of this section shall be null and void. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
e. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.
f. Waiver of Right to Jury Trial. Each Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to this Agreement, or the transactions contemplated hereby.
g. Invalidity. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
h. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
i. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, the Parties and this Agreement do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

17. Electronic Signatures. Client agrees that the electronic check box consenting to the terms and conditions outlined here authenticate and agree to the terms of this Agreement and to have the same force and effect as a manual signature. Electronic signatures include a typed name on the purchase page of the Spirit Pharmacist Website or the Spirit Pharmacist Calendar Booking System. Client understands and agrees that Client has the right to request to sign this Agreement manually, however, by using an electronic signature Client hereby agrees to waive such right.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.

“Spirit Pharmacist”

Spirit Pharmacist LLC,
an Oregon limited liability company

Name: Benjamin Malcolm
Title: Manager .