1. Introduction and Acceptance

These Harley Med Care LLC Website Terms of Use (the ”Terms of Use”) are entered into by and between you (“you” or “your”) and the Harley Med Care LLC Corporation (“Harley Med Care LLC,” “we,” “us,” or “our”) and govern your access to and use of the web site located at www.harleymedicare.com, including all associated sites linked to www.harleymedicare.com by Harley Med Care LLC or by its subsidiaries and affiliates, and any sites we have now or in the future that reference these Terms of Use , and any data, information, materials, services, software, systems, or products made available through or relating to the foregoing (collectively, this “Site”). This Site is the property of Harley Med Care LLC and its licensors.

PLEASE READ CAREFULLY AND ENSURE YOU UNDERSTAND THESE TERMS OF USE AND Harley Med Care LLC’S PRIVACY NOTICE BEFORE ACCESSING OR USING THIS SITE. BY ACCESSING OR USING THIS SITE, YOU ACCEPT AND AGREE TO THESE TERMS OF USE AND TO OUR PRIVACY NOTICE, WHICH IS MADE A PART OF THESE TERMS OF USE BY THIS REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OF USE AND THE PRIVACY NOTICE, YOU MUST NOT ACCESS OR USE THIS SITE.

You understand and agree that through the use of this Site, we may access, store, process and use any information and personal data that you provide in accordance with the terms of our Privacy Notice. If you are an individual accessing or using this Site on behalf of, or for the benefit of any, partnership, or other entity with which you are associated (an ”organization”), then you are agreeing to these Terms of Use on behalf of yourself and such organization, and you represent and warrant that you have the legal authority to bind such organization to these Terms of Use. References to ”you” and ”your” in these Terms of Use will refer to both the individual using this Site and to any such organization.

2. Age Restriction

This Site is not for use by anyone under the age of 16, and such use is prohibited. By accessing and using this Site, you affirm that you are of legal age and fully able and competent to enter into and comply with these Terms of Use.

3. Access and Use

You may access and use this Site only for your personal and non-commercial use and for lawful purposes. You agree that you will comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements.

In addition, you agree that you will not:

• Use any “robot”, “spider”, “deep-link”, “page scrape” or other manual or automatic device to access, copy, retrieve, index, scrape, circumvent, reproduce, or monitor any portion of this Site or otherwise gather Content (as defined below) from this Site.
• Probe, scan or test the vulnerability of this Site or any network connected to this Site
• Interfere with, restrict or otherwise disrupt another user's use and enjoyment of this Site.
• Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be:
  (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others;
  (b) defamatory, libelous, fraudulent or otherwise tortious;
  (c) obscene, indecent, pornographic or otherwise objectionable; or
  (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
• Interfere with or disrupt the operation of this Site or the servers or networks used to make this Site available, including by hacking or defacing any portion of this Site; or violate any requirement, procedure or policy of such servers or networks.
• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) this Site, without Harley Med Care LLC’s express prior written consent.
• Post, transmit or otherwise make available through or in connection with this Site any virus, worm, Trojan horse, Easter egg, time bomb, cancelbots, adware, malware, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of any hardware, software, system, data, or personal information.
• Reverse engineer, decompile, copy, or disassemble any portion of this Site.
• Systematically download and store information from this Site.
• Harvest or collect information about users of this Site.
• Remove any copyright, trademark or other proprietary rights notice from this Site.
• Use this Site for any purpose that is fraudulent, unlawful, or prohibited by these Terms of Use.

4. Geographic Restrictions

The owner of this Site is based in the State of Texas in the United States, and we provide this Site for use by persons located in the United States. We make no representation that this Site or any of its content is appropriate or available for use in locations other than the United States. Any offer for any feature, product, or service made on this Site is void where prohibited. If you choose to access this Site from locations other than in the United States, you do so at your own initiative, at your own risk and are responsible for complying with applicable local laws.

5. Changes

Our products and services evolve constantly. We reserve the right at any time and in our sole discretion, to change, modify, add, or remove portions of this Site and these Terms of Use. It is your responsibility to check these Terms of Use periodically for changes. The “Last Updated” legend at the top of this page indicates when these Terms of Use were last changed. All changes are effective immediately upon posting to this Site. By continuing to access or use this Site after the revisions become effective, you accept and agree to the changes.

6. Intellectual Property

Harley Med Care LLC enforces its intellectual property rights to the fullest extent allowed by law. This Site and its entire contents , features, and functionality (including but not limited to all materials, information, software, text, displays, images, video, and audio, and the design selection, and arrangement thereof) (collectively, “Content”) are the property of Harley Med Care LLC or its licensors and is protected by United States and international copyright and intellectual property laws and treaty provisions. All rights to patents, copyrights, trademarks, service marks, trade secrets and other intangible property rights in this Site, the Content or any modifications to this Site or the Content shall remain in Harley Med Care LLC and its licensors.

No part of this Site may be reproduced, stored in a retrieval system, transmitted or retransmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Harley Med Care LLC.

You may print and download portions of material from the different areas of this Site solely for your own informational, non-commercial, individual, and internal reference, provided that you reproduce the copyright notice which appears at the end of these Terms of Use. To the extent any Content consists of software, you may not modify, reverse engineer, decompile, disassemble, or create derivative works based on the Content, or remove any proprietary notices or labels that it contains. Subject to the foregoing, you may make: (a) one machine-readable copy, (b) one backup copy, and (c) one print copy of any portions of material downloaded from different areas of this Site solely for your own informational, non-commercial, individual reference, provided that you reproduce the copyright notice which appears at the end of these Terms of Use. Any other copying, distribution or publication is strictly prohibited without the express prior written consent of Harley Med Care LLC. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of this Site or the Content in breach of these Terms of Use, your right to use this Site will stop immediately and you must, at our option, return or destroy any copies you have made. No right, title, or interest in or to this Site or any Content is transferred to you, and all rights not expressly granted are reserved by Harley Med Care LLC.

7. Trademarks

The Harley Med Care LLC name, its service and product names, and all related names, logos, designs, and slogans are trademarks and/or service marks (collectively, “Trademarks”) of Harley Med Care LLC, its affiliates, its subsidiaries and/or licensors. The Trademarks and all other names, logos and marks on this Site are owned or licensed by Harley Med Care LLC and may not be used by you without express prior written permission from Harley Med Care LLC.

8. Accounts

You may need to provide certain information, registration details, or create an account to use certain features or services offered on or through this Site. It is a condition of your use of this Site that all the information you provide is correct, current, and complete. You agree that all information you provide and any registration or account details, including, but not limited to, through the use of any interactive features on this Site, is governed by our Privacy Notice, and you consent to all actions we take with respect to your information consistent with our Privacy Notice.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures for any registration or account creation, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your registration or account is personal to you and agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information.

You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit your account at the end of each session. You should also use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You are entirely responsible for safeguarding your account, and for any activity that happens through your account. You agree to notify Harley Med Care LLC immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account. You may be held liable for losses incurred by Harley Med Care LLC or any other user of or visitor to this Site due to someone else using your account as a result of your failing to keep your account information secure and confidential. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

9. Other Terms

Additional terms and conditions may apply to certain features or services and to specific portions or features of this Site, all of which terms are made a part of these Terms of Use by this reference. By using or paying for any of these additional services, you agree to any additional terms applicable to those services, and those additional terms become part of our agreement with you. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of this Site or for any service offered on or through this Site, the additional terms will prevail while you are using that portion of this Site or the specific service to which they apply. The additional terms include the following:

Harley Med Care LLC Connect Terms and Conditions of Use

Harley Med Care LLC Customer Center Terms of Use

Harley Med Care LLC Terms of Sale

Harley Med Care LLC Privacy Notice

10. Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the ”DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.

We take claims of copyright infringement seriously and will respond to notices of alleged copyright infringement submitted in accordance with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, please let us know by submitting written notification to our Copyright Agent (designated below). The written notice (the “DMCA Notice”) must include substantially the following as required by Title 17 of the United States Code, Section 512(c)(3) (please consult your legal counsel to confirm these requirements):

• Your physical or electronic signature (or that of your designated agent).
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Site, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner.

Claims of copyright infringement can be sent to our designated Copyright Agent:

Managing Lead Counsel
Intellectual Property Group
Harley Med Care LLC Corporation
2 National Data Plaza, NE
Atlanta, GA 30329
Phone: (404) 461-5216
Email: supports@harleymedicare.com

Please be aware that if you fail to comply with all the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. If you knowingly materially misrepresent that material or activity on this Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

11. Disclaimer

This Site is a service by Harley Med Care LLC to provide information about its brand, products, and services. Nothing contained on this Web Site is to be construed as medical, legal, investment, financial or other advice, or any instruction on the appropriate use of products produced, supplied or under development by Harley Med Care LLC, its affiliates, related companies, or its licensors or joint venture partners. Your access to and use of this Site, services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Harley Med Care LLC MAKES NO REPRESENTATION THAT THIS SITE OR ANY CONTENT, SERVICE OR FEATURE OF THIS SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THIS SITE WILL PROVIDE SPECIFIC RESULTS. Harley Med Care LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOUR SOLE REMEDY AGAINST Harley Med Care LLC FOR DISSATISFACTION WITH THIS SITE OR ANY CONTENT IS TO STOP USING THISSITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

12. Cautionary Statements

This Site contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by their use of terminology such as “believes,” “expects,” “anticipates,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “projects,” “plans,” estimates,” “targets,” or the negative of these words or other comparable terminology. The discussion of financial outlook, guidance, trends, strategy, plans, assumptions, or intentions may also include forward-looking statements. Readers should not place undue reliance on forward-looking statements, such as financial performance forecasts, which speak only as of the date they are first made. Except to the extent required by law, we undertake no obligation to update or revise our forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, anticipated, or implied. Although it is not possible to predict or identify all such risks and uncertainties, we encourage investors to read the risk factors described in our most recent annual and periodic report filed with the Securities and Exchange Commission.

These risk factors include, but are not limited to: we experience costly and disruptive legal disputes and settlements, including regarding our role in distributing controlled substances such as opioids; we might experience losses not covered by insurance or indemnification; we are subject to frequently changing, extensive, complex, and challenging healthcare and other laws; we from time to time record significant charges from impairment to goodwill, intangibles, and other long lived assets; we might not realize expected benefits from business process initiatives; we experience cybersecurity incidents that might significantly compromise our technology systems or might result in material data breaches; we may be unsuccessful in achieving our strategic growth objectives; we might be harmed by large customer purchase reductions, payment defaults or contract non-renewal; our contracts with government entities involve future funding and compliance risks; we might be harmed by changes in our relationships or contracts with suppliers; our use of third party data is subject to limitations that could impede the growth of our data services business; we might be adversely impacted by healthcare reform such as changes in pricing and reimbursement models; we might be adversely impacted by competition and industry consolidation; we might be adversely impacted by changes or disruptions in product supply and have difficulties in sourcing or selling products due to a variety of causes; we might be adversely impacted as a result of our distribution of generic pharmaceuticals; we might be adversely impacted by changes in the economic environments in which we operate, including from inflation, an economic slowdown or recession; changes affecting capital and credit markets might impede access to credit, increase borrowing costs, and disrupt banking services for us and our customers and suppliers and might impair the financial soundness of our customers and suppliers; we might be adversely impacted by changes in tax legislation or challenges to our tax positions; we might be adversely impacted by fluctuations in foreign currency exchange rates; we might be adversely impacted by events outside of our control, such as widespread public health issues, natural disasters, political events, and other catastrophic events; we may be adversely affected by global climate change or by legal, regulatory or market responses to such change.

13. Limitation of Liability

To the fullest extent permitted by law, Harley Med Care LLC will not be liable in connection with these Terms of Use for lost profits or lost business opportunities, reputation (e.g., offensive or defamatory statements), loss of data (e.g., down time or loss, use of, or changes to, your information or content) or any indirect, incidental, consequential, exemplary or punitive damages.

If, notwithstanding the other provisions of these Terms of Use, Harley Med Care LLC is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of this Site or any Content, Harley Med Care LLC’s liability shall not exceed the lesser of (a) the total fees paid or payable by you to Harley Med Care LLC for any services or products made available through or relating to this Site, if any, or (b) US $500.

14. Indemnity

You agree to indemnify, defend, and hold Harley Med Care LLC, its affiliates and their respective officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, licensors, suppliers and any third-party information providers to this Site, harmless from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, made against Harley Med Care LLC by any third party due to or arising out of or in connection with your use of this Site.

15. Links

This Site may contain links to other independent third-party Web sites (”Linked Sites”). Harley Med Care LLC provides these Linked Sites to you solely as a convenience. We neither control nor endorse, nor are we responsible for, any Linked Sites, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Linked Sites, or any intellectual property rights therein. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

16. Termination

You may end your agreement at any time by deactivating your account and discontinuing your use of this Site.

You agree that Harley Med Care LLC may, in its sole discretion and without prior notice, terminate your access to this Site and/or block your future access to this Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of this Site. Upon any such termination, Harley Med Care LLC may, without liability to you or any third party, immediately deactivate any account you created on or through this Site, and all associated materials, without any obligation to provide any further access to such materials.

17. Violation

Harley Med Care LLC reserves the right to disclose any information we have about you in connection with any investigation or complaint regarding your use of this Site, or to identify, contact, or bring legal action against anyone who may be causing injury to or interfering with the use of this Site.

If Harley Med Care LLC takes legal action against you as a result of your violation of these Terms of Use, Harley Med Care LLC will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Harley Med Care LLC.

18. Governing Law

You agree that the laws of the State of Texas without regard to its conflicts of laws provisions, will govern these Terms of Use, including any dispute that arises between you and Harley Med Care LLC. You agree to be bound by such laws and to submit to the jurisdiction of the state and federal courts of the State of Texas in connection with the interpretation or application of these Terms of Use and waive any objection to such jurisdiction or venue.

19. Dispute Resolution

In the event of a controversy or dispute between you and Harley Med Care LLC arising out of or in connection with your use of this Site (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms of Use), the parties agree to try to resolve the dispute promptly, amicably, and in good faith. If we are unable to resolve any such controversy or dispute within a reasonable time (not to exceed thirty (30) days), either party may seek mediation. If the dispute cannot be resolved through mediation, then you must assert any claims relating to your use of this Site in a binding arbitration.

20. Dispute Timeline

You agree that regardless of any statute or law to the contrary, any claim under these Terms of Use must be brought within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation.

21. Waiver of Jury Trial

You hereby knowingly and voluntarily waive the right to a jury trial in any actions, suits or proceedings arising out of or relating to your use of this Site or the Terms of Use and the matters contemplated hereby.

22. General Terms

In the event that any provision of these Terms of Use is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms of Use will remain in full force and effect.

Harley Med Care LLC’s failure to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision.

Other than as stated in this section or as explicitly agreed upon in writing between you and Harley Med Care LLC, these Terms of Use constitute all of the terms and conditions agreed upon between you and Harley Med Care LLC and supersede any prior agreements in relation to the subject matter of these Terms of Use, whether written or oral.

Any feedback, comments, or suggestions you provide regarding this Site, or our products and services is entirely voluntary and non-confidential. Harley Med Care LLC is free to use such information as we see fit and without any obligation to you.

Any provisions of these Terms of Use that are intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to this Site.

23. Contact Us

For general inquiries, legal notices, or service of processes, you may contact us online or at these addresses.

© 2023 Harley Med Care LLC CORPORATION

Last Updated: May 12, 2023