SPIRIT PHARMACIST MEMBERSHIP AGREEMENT

updated 8/4/24

This Membership Agreement (the “Agreement”), effective as of the date signed by the Member (the “Effective Date”), is made by and between Spirit Pharmacist LLC, an Oregon limited liability company (“Spirit Pharmacist”) and the Member, an individual whose name, address, and authorized electronic signature has been provided through the purchase webpage (the “Member”), located at: www.spiritpharmacist.com (the “Website”). Spirit Pharmacist and the Member 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, such as products (such as educational courses and webinars), content, resources, and support, relating to pharmacology and pharmacological issues in connection with the use of substances that create non-ordinary states of consciousness, including but not limited to psilocybin, MDMA, ketamine, and other mind-altering substances (collectively, “Substances”).

Spirit Pharmacist offers a membership with Membership Benefits, as defined below, consistent with the terms and conditions provided in this Agreement, which may be amended or supplemented from time to time by changes to the membership terms, pursuant to the provisions herein and as reflected on the Spirit Pharmacist’s website (the “Membership”). Membership is available to the Member who agrees to and complies with the terms and conditions of this Agreement as well as a single other individual appointed by the Member to act on their behalf (the “Member Agent”). Appointment may occur verbally, via message or email, or informally at any time the Member asks a person to act on their behalf and engage with Spirit Pharmacist. The Member Agent is bound by the terms and conditions herein in the same manner the Member is and it is the sole responsibility of the Member to ensure that the Member Agent is familiar and understands the terms herein. From here forward in this Agreement the terms Member and Member Agent are intended to confer synonymity.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Member agrees to the following terms and conditions, as well as the terms and conditions of the Spirit Pharmacist Website, which are hereby incorporated herein by reference:

1. Term. The term of this Agreement commences on the Effective Date and continues until terminated as provided herein (the “Term”).

2. Membership Benefits. A Member will gain and maintain access to certain information in the “Spirit Pharmacist Information,” as defined below, and specific or discounted services in the form of “Membership Services,” as defined below, provided pursuant to this Agreement (collectively, the “Membership Benefits”).

a. Spirit Pharmacist Information. The Membership Benefits include access to certain “Spirit Pharmacist Information,” such as any informational and educational content, recordings, webinars or webcasts, courses, guides, and other resources, except any intellectual property belonging to third parties, including but not limited to:

i. Spirit Pharmacist Courses:
1. Foundation to Psychedelic Pharmacology;
2. Psychedelic Pharmacology by Substance;
3. Antidepressants & Psychedelics;
4. Breakthrough Psychedelics; and
5. Such other courses as Spirit Pharmacist may make available to a Member from time to time.

ii. Psychedelic and Psychotropic Drug Information Guides.

iii. Spirit Pharmacist Webinars:
1. MDMA: Mechanisms of Benefit and Toxicity;
2. Psilocybin: Mystical Pharmacology;
3. Ayahuasca and Drug Interaction;
4. Serotonin Toxicity;
5. Antidepressants and Psychedelics: Interaction & Interface; and
6. Such other webinars as Spirit Pharmacist may make available to a Member from time to time.

b. Membership Services. Member or a single designated agent appointed to act on behalf of the Member is entitled to Question and Answer Services and discounted Consultation Services, as provided in the Subsections below (collectively, the “Membership Services”). During any Membership Services, Member may provide information, inclusive of any Member Health Conditions, as defined below, to Spirit Pharmacist (collectively, the “Member Information”)

i. Question and Answer Drug Information Services. Drug information services provide a Member the limited ability to ask targeted questions of Spirit Pharmacist commencing on the date of the start of Membership, which continues as long as the Membership is current (the “Question and Answer Services”). Spirit Pharmacist agrees to spend up to thirty (30) minutes monthly researching and answering the Member’s question(s). There is no accumulation, monthly rollover, or ‘banking’ of consulting relating to the Question and Answer Drug Information Services in the event a Member does not regularly utilize the service. Spirit Pharmacist aims to provide, yet does not guarantee, responses within 5 business days. The Member understands the Question and Answer Drug Information Service is not intended as an emergency, on-call, or real time service. For Members that wish to ask questions that require more than 30 minutes of time to research or answer, Spirit Pharmacist will be entitled to bill the member for additional time spent at the member consultation service rate to the nearest 15 minute increment after informing the Member that additional time is necessary and gaining the Member’s agreement or consent to spend additional time consulting on their question(s) as outlined by the consultation services below.

ii. Consultation Services. The Membership Benefits also include access to consultation services (the “Consultation Services”) at a discounted rate relative to the normal or non-member rate. The discounted consultation services may be provided to the Member, Member’s Agent, or any other individual the Member or Member’s Agent chooses to refer for individualized consulting services. The people referred are eligible for discounted consulting rates on a single occasion only whereas the Member or the Member’s Agent do not have limits imposed on the amount of discounted consulting received. Notwithstanding anything in this Agreement or on the Website to the contrary, nothing in this Agreement shall guarantee a Member’s right to receive Consultation Services; rather, this Agreement shall govern the Member’s receipt of a discount in the event that the Member requests and receives Consultation Services. All Consultation Services relating to an individual shall be subject to a separate consultation services agreement and, as applicable, an intake form. The Member acknowledges and agrees that the consultation services agreement and intake form are a necessary prerequisite to the Member’s actual receipt of Consultation Services, which may or may not be provided by Spirit Pharmacist to a Member, in its sole judgment and discretion, and depending on the suitability of such services for the particular Member. In order to receive Consultation Services relating to an individual, at a minimum the Member must provide Spirit Pharmacist with all known medical, physical, mental, emotional, spiritual, and psychological health conditions of the Member and their family, which will include but are not be limited to any prescription medications, supplements, herbs, and recreational drugs, as well as any past, ongoing, or current medical or alternative health treatments (collectively, the “Member Health Conditions”). Spirit Pharmacist’s Consultation Services do not constitute a medical or therapeutic evaluation, diagnosis, or a professional, licensed, or otherwise authorized medical, clinical, therapeutic, or healthcare service; establish the Member as a patient of Spirit Pharmacist; or provide medical clearance to use any Substances. The consultation services provided by Spirit Pharmacist to a Member or the Member’s Agent are not limited to individual evaluations and other educational, clinical workflow, or general consulting projects can be provided on a case by case or negotiated basis.

3. Member Use and Solely Educational Purpose of Membership Benefits; Losses. The Member understands and agrees that the services and information provided as part of the Membership Benefits are solely educational and informational content, as described in this Agreement and the Website. Member understands and agrees that the Membership Benefits do not constitute medical advice, diagnosis, or treatment and that Spirit Pharmacist cannot guarantee the accuracy, currency, or completeness of any aspect of the Membership Benefits. Member acknowledges and agrees that their receipt of Membership Benefits and access to and use of any Spirit Pharmacist Information or Membership Services is at the Member’s own risk. Spirit Pharmacist is not responsible or liable for any loss or damages resulting from the Member’s or, in such case where Member shares any such information with a third party, such third party’s use of or reliance on Membership Benefits 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 Member Information. In acknowledgement of the sensitive and confidential nature of the Member Information and the Services provided under this Agreement, Member acknowledges and agrees that Member provides the Member Information to Spirit Pharmacist and hereby agrees and consents to Spirit Pharmacist’s use of the Member Information for the sole purpose of performance of the Membership Services.

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

b. Member expressly acknowledges and agrees that Spirit Pharmacist, in providing the Membership Benefits and every manner of Spirit Pharmacist’s business activities, provides no healthcare services, licensed or otherwise, and Member is not a patient of Spirit Pharmacist; Member further acknowledges that 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 Member Information, the provision of the Services, and this Agreement confidential.

5. Ownership of Spirit Pharmacist Materials. The Member agrees that any and all rights to any materials provided to the Member in connection with their Membership, including any containing Spirit Pharmacist Information and any other materials provided in connection with the Membership Benefits, but excluding the Member Information (collectively, the “Spirit Pharmacist Materials”) and to any intellectual property within any Spirit Pharmacist Materials are and shall remain the sole and exclusive property of Spirit Pharmacist.

a. Member acknowledges and agrees that Spirit Pharmacist hereby solely authorizes use of such Spirit Pharmacist Materials for Member’s own personal, non-commercial use, subject to Section 3. Member 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.

b. Member expressly acknowledges and agrees that this Section applies to prevent the Member’s unauthorized disclosure of Spirit Pharmacist Materials to any third-party who is not a Party to this Agreement or who does not have an active Membership with Spirit Pharmacist and direct access to Spirit Pharmacist Information as a Member themselves.

6. Membership Fees.

a. Membership Fees. To initiate and maintain Member’s Membership, the Member must make payment of the monthly or annual price for the applicable subscription selected by the Member on the Website, as well as any applicable taxes (the “Membership Fees”). The Member’s payment of Membership Fees may be made in a lump sum (a “Payment”) or periodically in the amounts provided for on the Website’s purchase page pursuant to a payment plan (a “Payment Plan”). The Member will be required to either make the Payment in full or select a Payment Plan and provide Spirit Pharmacist information regarding the Member’s credit card or other payment instrument. The Member shall also be responsible for all taxes associated with the purchase of any Membership and payment of the Membership Fees.

b. Accuracy of Payment Information. The Member represents and warrants to Spirit Pharmacist that such payment information is true, that Member is authorized to use the payment instrument provided by the Member, and that Spirit Pharmacist is allowed to use and securely store such information for the purpose of satisfying the Member’s Membership Fees and maintaining the Member’s Membership under this Agreement. The Member agrees to promptly update any account information with any changes necessary to maintain timely Payments under its Payment Plan.

c. Payments; Timing. The Member agrees to pay Spirit Pharmacist the full amount of the Payment or the amount specified in the Payment Plan when due, and in accordance with the terms of this Agreement. The Member hereby authorizes Spirit Pharmacist to charge Member’s payment instrument in accordance with the terms of the Payment or applicable Payment Plan selected until the Member or Spirit Pharmacist terminates the Membership, and Member agrees to pay and not contest any charges made by Spirit Pharmacist to the Member’s designated payment instrument. The Member must notify Spirit Pharmacist within fourteen (14) days after the date of any charge, or the Member waives the right to dispute such charge.

d. Changes to Membership Pricing. Spirit Pharmacist reserves the right to change the cost of Membership Fees and Payment or Payment Plan pricing from time to time, as indicated by the Spirit Pharmacist Website. The Member agrees that they are solely responsible for understanding the Payment Plan pricing applicable to their own Membership, and that the Member’s continued use of the Membership after a price change becomes effective constitutes the Member’s agreement to pay the new amount associated with their selected Payment Plan. The Member agrees that they are not entitled to any additional or different notice of a Payment Plan pricing change aside from a change to the pricing as set forth on the Website. Price changes for a Payment Plan will take effect at the start of the period following the date of the price change or as otherwise communicated on the Website or other medium of communication, such as an email to the email address provided by Member. If the Member does not agree with the price change, the Member may reject the change by cancelling their Membership before the price change goes into effect, and prior to the next payment due date associated with their particular subscription.

e. Automatic Payments. The Member acknowledges and agrees that if they have selected a Payment Plan with a recurring subscription payment, the Member authorizes Spirit Pharmacist to maintain such account and other information as may be necessary to charge that account automatically, whether through a payment processor or otherwise, as made available by Spirit Pharmacist and selected and agreed to by the Member, upon each periodic payment owing according to the Payment Plan and without further action required by the Member. In the event that Spirit Pharmacist is unable to charge the Member’s payment instrument as authorized by the Member when enrolled in the Payment Plan, then Spirit Pharmacist may, in its sole discretion: (i) bill the Member for the unpaid Membership Fees and suspend access to the Membership until payment is received; (ii) seek to update the Member’s account information through third party sources (e.g., the bank or payment processor) to continue charging the Member’s payment instrument as authorized by the Member; and/or (iii) terminate the Membership.

f. Payments Nonrefundable. Except as provided in section 7 of this Agreement, Membership Fees are nonrefundable and there shall be no refunds or credits granted to the Member for partially used or unused periods of access during the Term. Notwithstanding anything in the foregoing to the contrary, Spirit Pharmacist may elect to provide a refund, discount, or other consideration to some or all users, on a case-by-case basis (“Credits”). The amount and form of any Credits, and the decision to provide them, are at Spirit Pharmacist’s sole and absolute discretion. The provision of Credits in one instance does not entitle a Member to Credits in the future or for similar instances, and nor does it obligate Spirit Pharmacist to provide Credits in the future, under any circumstance. The Member’s failure to use the Membership or avail itself of the Membership Benefits during the Term does not entitle the Member to any refund or Credits under this Agreement.

g. Additional Fees for Other Products or Services. Any additional products or services that are not specifically included in the Membership or provided by the Membership Benefits, including the Consultation Services, must be purchased separately from Spirit Pharmacist and may be subject to a separate agreement.

7. Termination.

a. Termination Without Cause. Either Party may terminate this Agreement at any time without cause by sending a written notice to the other Party or utilizing membership subscription or payment plan cancellation options provided by Spirit Pharmacist.
i. If Spirit Pharmacist terminates this Agreement without cause, the Member shall receive a refund of a portion of the Payment or Payment Plan amount actually paid, using a pro rata calculation based on the amount of time between the date of termination and either: (i) the renewal of the Membership in the case of a Payment; or (ii) the next payment is due under the Payment Plan.
ii. If a Member with a monthly subscription payment plan terminates this Agreement without cause, the Member is not entitled to any refund although will retain access to the Membership Benefits until what would have been the next payment.
iii. If a Member with an annual subscription payment plan terminates this Agreement without cause, the Member is entitled to a full refund if it is within 30 days of membership initiation or renewal of the Membership payment plan although membership benefits will terminate immediately.
iv. If a Member with an annual subscription payment plan terminates this Agreement without cause and it is not within 30 days of membership initiation or renewal of the Membership payment plan then the Member is not entitled to any refund although will retain access to the Membership Benefits until what would have been the next payment.

b. Spirit Pharmacist Termination for Cause. Spirit Pharmacist may terminate this Agreement at any time for cause, which includes but is not limited to a violation of any term or condition of this Agreement, any term or condition applicable to the use of the Website, or any term or condition set forth in a different agreement between the Member and Spirit Pharmacist. If Spirit Pharmacist terminates this Agreement for cause, the Member agrees that they shall not receive a refund of any portion of any payment made toward the Member’s Membership Fees, which shall be deemed to be earned in full as of the date of the termination, and Spirit Pharmacist shall be entitled to bill the Member and be paid for any unpaid amount owed under any Payment Plan.

8. Conditions of Membership.

a. Member agrees the Membership Benefits, including but not limited to the Spirit Pharmacist Information and Membership Services, are not provided for medical purposes or pursuant to a medical license or other licensure, and Member will not attempt to use such Services for medical purposes. Member 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. Member understands and agrees that Spirit Pharmacist is in no way making any recommendation to use Substances or engage in any illegal activity. Member 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, Member agrees that Spirit Pharmacist will not facilitate the procurement of–or actually procure–Substances on the Member’s behalf or otherwise. Member agrees not to ask Spirit Pharmacist to procure any Substances for Member and such conduct shall constitute a material breach of this Agreement.

c. Member 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 Member’s responsibility to be informed about the legal status of any Substances the Member may choose to use, if any.

d. Member 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 Member’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. Member agrees that if the Member 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 Member is dependent on such substances or otherwise, the Member agrees that this is not a decision that has been required or encouraged by Spirit Pharmacist or the provision of the Services, and the Member agrees that any such decision or other medical decisions should be wholly guided by and under the supervision of any medical provider.

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

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

9. Relationship of the Parties. In providing the Member a Membership and access to Spirit Pharmacist Information and the other Membership Benefits under this Agreement, it is expressly agreed that Spirit Pharmacist is a service provider and is not an employee, “team member”, or independent contractor of the Member. Spirit Pharmacist and the Member acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a membership agreement.

10. Member Assumption of Risks. The Member understands and agrees that the Membership Benefits, Spirit Pharmacist Information, the decision by the Member to use Substances, and any decisions the Member makes using the Spirit Pharmacist Information or Membership Benefits 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”). Member further understands, acknowledges, and agrees that:

a. The Risks involved in the use of Substances or any decisions the Member makes related to the Spirit Pharmacist Information or Membership Benefits may not be known and may not be foreseen or reasonably foreseeable.

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

c. Spirit Pharmacist Information and the Membership Benefits may be incomplete or ineffective, with the Member’s further acknowledgement that the Member’s Health Conditions or unknown health conditions may override the accuracy or completeness of Spirit Pharmacist Information or Membership Benefits.

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 Spirit Pharmacist Information or Membership Benefits, and that all such Risks are the sole responsibility of the Member.

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 the Member’s known or unknown Health Conditions or a failure to communicate information.

g. Notwithstanding all these Risks, the Member nevertheless enters into this Agreement knowingly and voluntarily, and desires a Membership with an express understanding of the Risks, and that although the Membership, as well as the use of Substances, may involve Risks and constitute a potentially dangerous activity, the Member 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, the Member hereby expressly waives and releases any and all claims which the Member 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 Spirit Pharmacist Information, or Membership Benefits, and the Member’s use of Substances or tapering or discontinuance of use of any substances, despite the Member’s agreements herein not to rely on the Spirit Pharmacist Information or treat the Spirit Pharmacist Information 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”). The Member understands that by agreeing to these waiver and release provisions in this section 11, the Member is waiving any and all claims of any kind, including but not limited to the Claims, arising out of or attributable to this Agreement, the Spirit Pharmacist Information, or Membership Benefits, including those claims that may be unknown or undiscoverable, or which the Member does not otherwise suspect may exist at this time. The Member 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. The Member further understands, acknowledges, and agrees that this Agreement is binding upon the Member, as well as their estate, spouse, children, parents, guardians, agents, assignees, heirs, executors, administrators, beneficiaries, trustees, or legal representatives.
WITH THE INTENTION OF WAIVING ALL KNOWN, UNKNOWN, SUSPECTED, AND UNSUSPECTED CLAIMS, BOTH NOW AND INTO THE FUTURE, THE MEMBER HEREBY EXPRESSLY WAIVES ALL RIGHTS, BENEFITS, AND PROTECTIONS THE MEMBER MAY HAVE UNDER ALL APPLICABLE LAWS RESPECTING THE WAIVER AND RELEASE OF CLAIMS HEREIN.

12. Indemnification of Spirit Pharmacist. The Member 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 the Member’s own negligence or the ordinary negligence of Releases.

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. The Member 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. The Member agrees that the electronic signature that the Member is using to execute this Agreement is intended to 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 a checked box consenting the terms outlined herein. The Member understands and agrees that the Member has the right to request to sign this Agreement manually, however, by using an electronic signature the Member hereby agrees to waive such right. The Member understands and agrees that their electronic signature extends to any Member Agent they may appoint and it is their responsibility to ensure they are familiar with the Agreement made herein. Member has the right to request to sign this Agreement manually, however, by using an electronic signature the Member 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 .