Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND IN THEIR ENTIRETY BEFORE ACCESSING OR USING THIS WEBSITE OR ANY SERVICES OFFERED THROUGH IT. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION, A CLASS ACTION WAIVER, A JURY TRIAL WAIVER, A RELEASE, A DISCLAIMER OF WARRANTIES, A DISCLAIMER OF ANY GUARANTEE OF BUSINESS RESULTS OR EARNINGS, AN ASSUMPTION OF RISK, AND A LIMITATION OF LIABILITY, EACH OF WHICH MATERIALLY AFFECTS YOUR LEGAL RIGHTS AND REMEDIES. BY ACCESSING OR USING THIS WEBSITE, SCHEDULING OR ATTENDING A CONSULTATION, SUBMITTING ANY FORM, OR PURCHASING OR RECEIVING ANY SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO EVERY PROVISION OF THESE TERMS, YOU MUST NOT ACCESS OR USE THE WEBSITE OR THE SERVICES.
1. Acceptance of Terms; Parties; Authority
1.1. These Terms of Service (these "Terms") constitute a legally binding agreement between RX Billion LLC, a Texas limited liability company doing business as rxBILLION (together with its members, managers, officers, directors, employees, contractors, agents, affiliates, successors, and assigns, "rxBILLION," "the Company," "we," "us," or "our"), and you, the individual accessing or using the website located at rxbillion.com and any subdomain, page, form, scheduling link, document, deliverable, or communication associated with it (collectively, the "Website"), together with any entity on whose behalf you act ("you," "your," or "Client").
1.2. If you access or use the Website or the Services on behalf of a company, limited liability company, partnership, professional entity, or other organization, you represent and warrant that you have full legal authority to bind that organization to these Terms, that the organization has authorized you to accept these Terms on its behalf, and that references to "you" include both you individually and that organization, jointly and severally.
1.3. You represent and warrant that you are at least eighteen (18) years of age, that you are legally competent to enter into a binding contract, that you are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction, and that your use of the Website and the Services does not and will not violate any applicable law, regulation, order, or agreement to which you are subject.
1.4. Your acceptance of these Terms may be evidenced by any of the following, each of which constitutes an electronic signature and manifestation of assent under the federal Electronic Signatures in Global and National Commerce Act, the Texas Uniform Electronic Transactions Act (Texas Business and Commerce Code Chapter 322), and any other applicable law: (a) accessing, browsing, or using any portion of the Website; (b) clicking any button, link, or checkbox indicating acceptance; (c) submitting any form, application, questionnaire, or scheduling request; (d) attending any call, consultation, meeting, or presentation; (e) making any payment; or (f) receiving or using any Services, materials, or deliverables.
1.5. These Terms incorporate by reference our Privacy Policy, any Client Services Agreement, Statement of Work, Order Form, proposal, or engagement letter that you execute with us (each, a "Client Agreement"), and any additional guidelines, rules, or policies that we post on the Website or otherwise provide to you. In the event of an irreconcilable conflict between these Terms and an executed Client Agreement, the Client Agreement shall control solely with respect to the specific subject matter of the conflict, and these Terms shall otherwise remain in full force and effect.
2. Definitions
2.1. "Services" means, collectively and individually, any and all services, resources, tools, templates, frameworks, systems, software configurations, website builds, funnel builds, brand development, creative assets, marketing assets, copywriting, design, technical setup, integrations, introductions, referrals, vendor connections, training, coaching, consulting, strategic guidance, educational content, information, documents, deliverables, and other work product that rxBILLION offers, describes, markets, provides, or makes available, whether through the Website, in writing, orally, or in any other form, and whether or not a fee is charged.
2.2. "Client Business" means any business, brand, entity, venture, practice, platform, offer, or commercial activity that you own, operate, control, launch, plan, or intend to launch, including without limitation any telehealth, digital health, virtual care, wellness, pharmacy-adjacent, or related business, whether or not such business is developed with the assistance of the Services.
2.3. "Third-Party Providers" means any person or entity other than rxBILLION, including without limitation licensed physicians, nurse practitioners, physician assistants, other clinicians, medical groups, professional corporations, management services organizations, pharmacies, compounding pharmacies, laboratories, telehealth technology platforms, electronic health record vendors, e-prescribing vendors, payment processors, merchant service providers, banks, hosting providers, domain registrars, software vendors, advertising platforms, marketing agencies, attorneys, accountants, consultants, certification bodies, regulators, and any other supplier, vendor, contractor, professional, or counterparty with whom you contract, engage, or interact in connection with a Client Business.
2.4. "Materials" means any content, information, data, text, graphics, images, video, audio, software, code, designs, templates, documents, presentations, playbooks, processes, methodologies, know-how, and other materials that rxBILLION provides, displays, or makes available through the Website or the Services.
2.5. "Client Content" means any content, information, data, materials, trademarks, logos, credentials, account access, or other items that you provide, upload, submit, or otherwise make available to rxBILLION.
2.6. "Applicable Law" means all federal, state, local, and foreign laws, statutes, regulations, rules, ordinances, codes, orders, judgments, decrees, licensing requirements, professional standards, and industry standards that apply to you, to a Client Business, or to the activities contemplated by these Terms, including without limitation laws governing the practice of medicine, nursing, and pharmacy, the corporate practice of medicine, fee splitting, telehealth and telemedicine, prescribing and dispensing, controlled substances, compounded medications, the Federal Food, Drug, and Cosmetic Act, the regulations of the U.S. Food and Drug Administration and the U.S. Drug Enforcement Administration, the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act, state medical privacy laws, the Federal Trade Commission Act, state consumer protection and deceptive trade practices laws, the Telephone Consumer Protection Act, the CAN-SPAM Act, state and federal advertising and marketing laws, anti-kickback and patient referral laws, state medical board, nursing board, and pharmacy board rules, payment card industry standards, tax laws, employment laws, and data privacy and security laws.
3. Nature of the Services; What rxBILLION Is and Is Not
3.1. rxBILLION is a business services company. rxBILLION provides resources, tools, infrastructure, guidance, and connections intended to assist independent business owners who elect, of their own volition and at their own risk, to start, build, or operate a Client Business. The Services are limited to the specific scope described in an executed Client Agreement, and nothing on the Website or in any communication expands that scope.
3.2. rxBILLION IS NOT A HEALTHCARE PROVIDER. rxBILLION is not a physician, physician group, medical practice, clinic, hospital, nurse, nurse practitioner, physician assistant, pharmacist, pharmacy, laboratory, telehealth provider, or licensed healthcare professional or facility of any kind. rxBILLION does not practice medicine, nursing, or pharmacy; does not diagnose, treat, cure, mitigate, or prevent any disease or condition; does not prescribe, dispense, compound, distribute, or sell any drug, medication, medical device, supplement, or other product; does not establish or participate in any provider-patient relationship; does not provide medical advice, clinical guidance, or health information to patients; and does not supervise, direct, control, employ, or exercise any authority over the clinical judgment, professional conduct, or licensure of any clinician, pharmacy, or other Third-Party Provider. Nothing on the Website or in the Services constitutes medical advice or should be relied upon as such.
3.3. rxBILLION IS NOT A LAW FIRM, ACCOUNTING FIRM, OR FINANCIAL ADVISOR. rxBILLION does not provide legal, regulatory, compliance, tax, accounting, securities, insurance, or financial advice. Any information provided by rxBILLION concerning laws, regulations, licensing, compliance, taxes, or finances is general in nature, is provided for informational purposes only, may be incomplete, inaccurate, or outdated, and is not a substitute for advice from a licensed attorney, certified public accountant, or other qualified professional retained by you. You acknowledge that you have been advised to consult, and are solely responsible for consulting, your own independent legal, regulatory, tax, and financial advisors before starting, operating, or making any decision regarding a Client Business.
3.4. rxBILLION IS NOT A FRANCHISOR, EMPLOYER, PARTNER, JOINT VENTURER, AGENT, OR FIDUCIARY. Nothing in these Terms, on the Website, or in the Services creates, and you agree that you will not assert the existence of, any franchise, partnership, joint venture, agency, employment, fiduciary, trust, or similar relationship between you and rxBILLION. rxBILLION does not license any trademark, trade name, or system to you for use in a Client Business, does not exercise or have the right to exercise significant control over your method of operation, and does not receive any franchise fee. You operate any Client Business as a wholly independent enterprise, under your own name, brand, licenses, and legal responsibility. rxBILLION owes you no fiduciary duty and no duty of loyalty, care, or disclosure beyond those expressly stated in an executed Client Agreement.
3.5. rxBILLION DOES NOT SELL A BUSINESS. rxBILLION does not sell, transfer, or convey any existing or operating business, book of business, customer list, patient list, revenue stream, or going concern to you. Any Client Business is created, owned, operated, and controlled exclusively by you.
3.6. rxBILLION does not control Third-Party Providers. Any introduction, referral, recommendation, or connection to a Third-Party Provider is provided solely as a convenience. rxBILLION does not employ, own, control, supervise, endorse, warrant, or guarantee any Third-Party Provider, its qualifications, licensure, availability, pricing, performance, compliance, solvency, products, services, or conduct. Any relationship between you and a Third-Party Provider is governed exclusively by the separate agreement between you and that Third-Party Provider, to which rxBILLION is not a party, and you agree to look solely to that Third-Party Provider, and not to rxBILLION, for any claim arising from that relationship.
4. Client Acknowledgments: Independent Decision, Own Accord, and Sole Responsibility
BY USING THE WEBSITE OR THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE, REPRESENT, WARRANT, AND AGREE THAT:
4.1. You are acting entirely of your own accord and free will. Your decision to inquire about, evaluate, purchase, or use the Services, and your decision to start, build, invest in, or operate any Client Business, is a voluntary and independent decision made by you alone, based on your own independent investigation, judgment, and business objectives, and not based on any statement, representation, promise, projection, forecast, testimonial, example, case study, illustration, or assurance made by or attributed to rxBILLION or any of its representatives, whether on the Website, in marketing materials, on a call, or otherwise, except as expressly set forth in an executed Client Agreement.
4.2. You have conducted your own due diligence. Prior to engaging rxBILLION, you have had the full opportunity to, and you have, independently investigated the telehealth industry, the applicable regulatory environment, the competitive landscape, the costs, risks, and requirements of starting and operating a Client Business, and the suitability of the Services for your objectives, and you have consulted or had the opportunity to consult with independent legal, financial, tax, and business advisors of your own choosing.
4.3. You are a sophisticated business person. You possess, or have access to, sufficient business, financial, and industry knowledge and experience to evaluate the merits and risks of engaging rxBILLION and of starting and operating a Client Business, and you are able to bear the entire economic risk of that undertaking, including the total loss of all amounts paid to rxBILLION and to Third-Party Providers and all other amounts invested in a Client Business.
4.4. You are purchasing resources, not results. You understand and agree that rxBILLION provides only the resources, tools, infrastructure, guidance, and connections described in an executed Client Agreement, and that rxBILLION does not and cannot deliver, promise, guarantee, or ensure any particular business outcome, including without limitation the formation, launch, licensure, certification, approval, operation, growth, profitability, revenue, patient volume, customer acquisition, conversion rate, cost of acquisition, market acceptance, viability, valuation, sale, or success of any Client Business.
4.5. Success is entirely up to you. Whether any Client Business succeeds or fails depends entirely on factors within your control and on factors outside anyone's control, including without limitation your own skill, effort, diligence, judgment, execution, capital, credit, time commitment, leadership, hiring, management, marketing, sales, customer service, pricing, product selection, compliance, and persistence; the conduct and performance of Third-Party Providers whom you select and contract with; changes in laws, regulations, enforcement priorities, and payer, platform, advertising, and payment processor policies; competition; consumer demand; economic conditions; and other market forces. You accept sole and exclusive responsibility for the outcome of any Client Business.
4.6. rxBILLION is not responsible if your business does not work out. You agree that rxBILLION shall have no responsibility or liability whatsoever, in any way, shape, or form, under any legal or equitable theory, for the failure, underperformance, loss, closure, suspension, deplatforming, delicensure, enforcement action, or other adverse outcome of any Client Business, or for any decision you make or fail to make in connection with a Client Business, regardless of whether such outcome or decision was in any way informed by, influenced by, or made in reliance upon the Services or any Materials.
4.7. You are not relying on any earnings, revenue, or performance representation. You acknowledge that any figures, ranges, examples, case studies, testimonials, screenshots, scenarios, projections, or statements on the Website or in any communication that reference revenue, income, earnings, profit, patient counts, growth, timelines, return on investment, or similar metrics (collectively, "Performance References") are, unless expressly stated otherwise in a signed writing that identifies the specific data, time period, and the percentage of clients achieving the stated result, illustrative, hypothetical, aspirational, or descriptive of the broader market or of atypical outcomes, are not representative of typical or expected results, are not a promise, guarantee, forecast, or representation of the results you will or are likely to achieve, and have not been relied upon by you in deciding to engage rxBILLION. Your results, if any, will differ and may be zero or negative.
4.8. You bear all costs. You acknowledge that starting and operating a Client Business requires substantial additional investment beyond any amounts paid to rxBILLION, including without limitation fees payable to Third-Party Providers, licensing and registration fees, legal and accounting fees, insurance premiums, technology and software subscriptions, advertising and marketing spend, inventory and supply costs, payroll and contractor costs, taxes, and working capital, and that rxBILLION has made no representation regarding the total amount of such costs.
4.9. No oral modifications or side promises. You acknowledge that no employee, contractor, sales representative, or agent of rxBILLION has any authority to make any representation, warranty, promise, or guarantee that is not contained in these Terms or an executed Client Agreement, and that any such statement, if made, is unauthorized, is not binding on rxBILLION, and has not been relied upon by you.
5. No Guarantee of Results; Earnings and Performance Disclaimer
5.1. rxBILLION MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, THAT YOU WILL EARN ANY MONEY, GENERATE ANY REVENUE, ACQUIRE ANY PATIENTS OR CUSTOMERS, ACHIEVE ANY LEVEL OF SALES, INCOME, PROFIT, OR RETURN ON INVESTMENT, RECOVER ANY AMOUNT PAID, LAUNCH BY ANY DATE, OBTAIN ANY LICENSE, CERTIFICATION, APPROVAL, ACCOUNT, OR RELATIONSHIP, OR ACHIEVE ANY OTHER RESULT WHATSOEVER FROM THE SERVICES OR FROM ANY CLIENT BUSINESS.
5.2. Any Performance References are provided for general informational, contextual, or illustrative purposes only. Past or hypothetical results are not indicative of future results. Results of other persons are not indicative of your results. The average person who purchases business services of this kind may make little or no money and may lose money.
5.3. To the extent that rxBILLION makes any specific earnings claim within the meaning of Applicable Law, rxBILLION will do so only in a separate signed writing that complies with Applicable Law, and no statement on the Website or in general marketing materials shall be construed as such a claim.
5.4. Any timelines, launch windows, build schedules, or delivery estimates referenced on the Website or in any communication are good-faith estimates only, are dependent on your timely cooperation and on Third-Party Providers, and are not guaranteed.
6. Client Responsibilities and Compliance Obligations
6.1. You are solely and exclusively responsible for the formation, ownership, structure, governance, licensure, registration, certification, capitalization, insurance, operation, management, marketing, advertising, sales, fulfillment, customer service, clinical operations, pharmacy operations, quality assurance, recordkeeping, privacy, security, taxation, employment practices, and legal and regulatory compliance of any Client Business, in every jurisdiction in which it operates or offers services.
6.2. Without limiting Section 6.1, you are solely responsible for: (a) determining whether, and ensuring that, any Client Business, its ownership structure, its arrangements with clinicians and pharmacies, its compensation arrangements, and its business model comply with Applicable Law, including the corporate practice of medicine doctrine, fee-splitting prohibitions, anti-kickback and self-referral laws, and telehealth practice standards in every state in which patients are located; (b) engaging, credentialing, contracting with, compensating, and supervising all clinicians, pharmacies, laboratories, and other Third-Party Providers; (c) obtaining and maintaining all required licenses, registrations, permits, certifications, accreditations, and approvals; (d) ensuring that all products offered through a Client Business are lawfully prescribed, dispensed, compounded, labeled, marketed, and distributed; (e) HIPAA compliance, including the execution of business associate agreements with your vendors, the adoption of required policies and safeguards, and the issuance of a notice of privacy practices; (f) the truthfulness, substantiation, and legal compliance of all advertising, marketing, claims, testimonials, and disclosures made by or on behalf of a Client Business, including any claims regarding drugs, compounded medications, weight loss, hormones, peptides, or other health outcomes; (g) compliance with the terms of service and policies of every advertising platform, payment processor, telehealth platform, software vendor, and other Third-Party Provider used by a Client Business; (h) obtaining all consents required for calls, texts, and emails to patients and prospects; (i) the collection, remittance, and reporting of all taxes; and (j) maintaining appropriate professional liability, general liability, cyber liability, and other insurance coverage.
6.3. You acknowledge that the telehealth, pharmacy, and digital health industries are heavily regulated, that Applicable Law varies materially by state and changes frequently, that regulatory enforcement is active and unpredictable, that certain products, arrangements, and marketing practices that may be common in the industry may nonetheless be unlawful, and that rxBILLION has made no representation that any Client Business, business model, product, arrangement, or marketing practice is lawful or compliant.
6.4. You shall provide accurate, complete, and current information and Client Content, shall respond to rxBILLION's reasonable requests in a timely manner, and acknowledge that rxBILLION's performance is dependent on your timely cooperation. rxBILLION shall have no liability for any delay, deficiency, or failure caused in whole or in part by your act, omission, delay, or provision of inaccurate or incomplete information or Client Content.
6.5. You represent and warrant that you own or have all rights, licenses, consents, and permissions necessary to provide the Client Content to rxBILLION and to authorize its use as contemplated, and that the Client Content does not and will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, contractual, or other right of any third party or any Applicable Law.
6.6. You shall not, and shall not permit any Client Business to, use the Services or Materials for any unlawful purpose, in violation of Applicable Law, in any manner that could subject rxBILLION to liability, or in connection with any product, practice, or scheme that rxBILLION reasonably determines to be unlawful, deceptive, unsafe, or contrary to its reputation or business interests. rxBILLION reserves the right, in its sole discretion, to suspend or terminate the Services without liability if it reasonably believes that any Client Business is being operated in violation of this Section.
7. Third-Party Providers, Platforms, and Links
7.1. The Website and the Services may reference, link to, integrate with, or recommend Third-Party Providers, third-party websites, software, platforms, tools, services, and content ("Third-Party Resources"). Third-Party Resources are not under rxBILLION's control, and rxBILLION is not responsible for their availability, accuracy, legality, safety, security, privacy practices, pricing, terms, performance, or content, or for any transaction, agreement, or dispute between you and any Third-Party Resource.
7.2. Your use of any Third-Party Resource is at your sole risk and is subject to the terms, conditions, and privacy policies of that Third-Party Resource. rxBILLION does not endorse, warrant, or guarantee any Third-Party Resource, and no reference to a Third-Party Resource constitutes a representation regarding its quality, suitability, licensure, or compliance.
7.3. Any pricing, availability, capacity, terms, or willingness of a Third-Party Provider to contract with you is determined solely by that Third-Party Provider, may change at any time, and is not within rxBILLION's control. rxBILLION does not represent that any Third-Party Provider will accept you as a customer, will continue to serve you, or will provide any particular terms.
7.4. You agree that rxBILLION is not a party to, guarantor of, or responsible for any agreement between you and any Third-Party Provider, that you will look solely to the Third-Party Provider with respect to any claim relating to that agreement, and that you release rxBILLION from any claim arising from any act or omission of any Third-Party Provider.
8. Fees, Payment, and Refunds
8.1. Fees for the Services are as stated in the applicable Client Agreement or as otherwise agreed in writing. All fees are stated and payable in United States dollars. You authorize rxBILLION and its payment processors to charge the payment method you provide for all fees when due.
8.2. EXCEPT AS EXPRESSLY PROVIDED IN AN EXECUTED CLIENT AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, ALL FEES ARE EARNED WHEN PAID, ARE NON-REFUNDABLE, AND ARE NOT SUBJECT TO SET-OFF, PRORATION, OR CANCELLATION, REGARDLESS OF WHETHER YOU USE THE SERVICES, LAUNCH OR OPERATE A CLIENT BUSINESS, OR ACHIEVE ANY RESULT. You acknowledge that rxBILLION incurs substantial costs, allocates limited capacity, and forgoes other engagements in reliance on your payment.
8.3. Fees are exclusive of all taxes, duties, levies, and governmental charges, all of which are your responsibility, other than taxes on rxBILLION's net income.
8.4. Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law, and you shall reimburse rxBILLION for all costs of collection, including reasonable attorneys' fees. rxBILLION may suspend the Services upon any failure to pay when due.
8.5. You agree not to initiate any chargeback, payment reversal, or dispute with your bank or card issuer with respect to any fee that is properly payable under these Terms or a Client Agreement, and agree that any such chargeback constitutes a material breach. You shall reimburse rxBILLION for all fees, costs, and expenses incurred in connection with any such chargeback.
8.6. rxBILLION may change its pricing at any time. Price changes do not affect fees already agreed in an executed Client Agreement.
9. Intellectual Property
9.1. The Website, the Materials, the Services, and all content, features, functionality, designs, text, graphics, logos, trademarks, service marks, trade names, trade dress, software, code, processes, methodologies, know-how, templates, frameworks, and other intellectual property therein (excluding Client Content), and all intellectual property rights therein, are and shall remain the sole and exclusive property of rxBILLION or its licensors and are protected by United States and international copyright, trademark, trade secret, and other intellectual property laws.
9.2. Subject to your compliance with these Terms and payment of all applicable fees, rxBILLION grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website and, to the extent stated in an executed Client Agreement, the deliverables specifically identified therein, solely for your internal use in connection with a Client Business. Ownership of specific deliverables, if any, transfers only as and to the extent expressly stated in an executed Client Agreement and only upon receipt of full payment.
9.3. Except as expressly permitted, you shall not copy, reproduce, modify, adapt, translate, create derivative works of, distribute, publicly display, publicly perform, publish, license, sublicense, sell, resell, rent, lease, lend, transfer, transmit, reverse engineer, decompile, disassemble, scrape, mine, frame, mirror, or otherwise exploit any portion of the Website, the Materials, or the Services, or use them to build a competing product or service, or remove any copyright, trademark, or proprietary notice therefrom.
9.4. "rxBILLION" and associated names, logos, and marks are trademarks of rxBILLION. You shall not use any rxBILLION trademark without rxBILLION's prior written consent. Nothing in these Terms grants you any right in any rxBILLION trademark.
9.5. You grant rxBILLION a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Content solely as necessary to provide the Services. Unless you notify rxBILLION in writing to the contrary, you also grant rxBILLION the right to identify you and any Client Business as a client, and to display the name, logo, and non-confidential deliverables of the Client Business, in rxBILLION's portfolio and marketing materials.
9.6. Any suggestions, ideas, enhancement requests, feedback, or recommendations you provide regarding the Website, the Materials, or the Services ("Feedback") are provided voluntarily, and rxBILLION shall be free to use, disclose, reproduce, license, and otherwise exploit Feedback without restriction or compensation to you.
10. Confidentiality
10.1. "Confidential Information" means any non-public information disclosed by rxBILLION to you, in any form, that is designated as confidential or that a reasonable person would understand to be confidential, including without limitation the Materials, pricing, processes, methodologies, vendor and provider relationships, business plans, and the terms of any Client Agreement.
10.2. You shall hold Confidential Information in strict confidence, shall not disclose it to any third party other than your employees and advisors who have a need to know and are bound by written confidentiality obligations no less protective than these, shall use it solely for the purpose of receiving the Services, and shall protect it with at least the same degree of care you use to protect your own confidential information, and in no event less than reasonable care.
10.3. Confidential Information does not include information that you can demonstrate by written records (a) was publicly available at the time of disclosure or becomes publicly available through no fault of yours, (b) was rightfully in your possession without restriction before disclosure, (c) was rightfully received from a third party without restriction, or (d) was independently developed without use of Confidential Information. You may disclose Confidential Information to the extent required by law, provided that you give rxBILLION prompt prior written notice and cooperate in seeking protective treatment.
10.4. Your obligations under this Section survive for five (5) years following the termination of these Terms, and indefinitely with respect to trade secrets.
11. Acceptable Use of the Website
11.1. You shall not: (a) use the Website in any manner that violates Applicable Law or these Terms; (b) use any robot, spider, scraper, crawler, or other automated means to access the Website or extract data; (c) attempt to gain unauthorized access to any portion of the Website, any server, or any system or network connected to the Website; (d) interfere with or disrupt the Website or its servers or networks; (e) introduce any virus, malware, or harmful code; (f) impersonate any person or entity or misrepresent your affiliation; (g) submit false, misleading, or fraudulent information in any form; (h) use the Website to harass, abuse, defame, or harm any person; (i) use the Website to send unsolicited communications; or (j) use the Website to compete with rxBILLION or to solicit rxBILLION's clients, contractors, or providers.
11.2. rxBILLION may, in its sole discretion and without notice or liability, monitor use of the Website, remove any content, restrict or terminate access, and take any legal action it deems appropriate.
12. Disclaimer of Warranties
12.1. THE WEBSITE, THE MATERIALS, THE SERVICES, AND ALL DELIVERABLES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, rxBILLION, ON BEHALF OF ITSELF AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND AFFILIATES, EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, WORKMANLIKE EFFORT, OR RESULTS.
12.2. WITHOUT LIMITING THE FOREGOING, rxBILLION MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICES OR ANY CLIENT BUSINESS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE PROVIDED, OR ANY CLIENT BUSINESS WILL LAUNCH, BY ANY PARTICULAR DATE; (C) ANY CLIENT BUSINESS WILL BE LAWFUL, COMPLIANT, LICENSABLE, INSURABLE, CERTIFIABLE, OR ACCEPTED BY ANY PAYMENT PROCESSOR, ADVERTISING PLATFORM, PHARMACY, PROVIDER, OR REGULATOR; (D) ANY CLIENT BUSINESS WILL GENERATE ANY REVENUE, PROFIT, PATIENTS, OR CUSTOMERS; (E) ANY THIRD-PARTY PROVIDER WILL PERFORM; (F) THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (G) ANY INFORMATION OR MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR LEGALLY COMPLIANT; OR (H) ANY DEFECT WILL BE CORRECTED.
12.3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM rxBILLION OR THROUGH THE WEBSITE OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
12.4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT ANY WARRANTY CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE LIMITED TO THE MINIMUM PERMITTED BY LAW.
13. Assumption of Risk
13.1. YOU EXPRESSLY ACKNOWLEDGE THAT STARTING AND OPERATING ANY BUSINESS, AND IN PARTICULAR A BUSINESS IN THE HEAVILY REGULATED TELEHEALTH, PHARMACY, AND DIGITAL HEALTH INDUSTRIES, INVOLVES SUBSTANTIAL FINANCIAL, LEGAL, REGULATORY, OPERATIONAL, REPUTATIONAL, AND OTHER RISKS, INCLUDING THE RISK OF TOTAL LOSS OF ALL AMOUNTS INVESTED, THE RISK OF REGULATORY INVESTIGATION OR ENFORCEMENT, THE RISK OF CIVIL LIABILITY TO PATIENTS OR OTHERS, THE RISK OF LOSS OF PAYMENT PROCESSING, ADVERTISING, OR PLATFORM ACCESS, AND THE RISK OF CHANGES IN LAW THAT MAY RENDER A CLIENT BUSINESS UNVIABLE.
13.2. YOU KNOWINGLY, VOLUNTARILY, AND EXPRESSLY ASSUME ALL SUCH RISKS, WHETHER KNOWN OR UNKNOWN, FORESEEABLE OR UNFORESEEABLE, AND AGREE THAT rxBILLION SHALL BEAR NONE OF THEM.
14. Limitation of Liability
14.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL rxBILLION OR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, AFFILIATES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "rxBILLION PARTIES") BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, DIMINUTION IN VALUE, OR LOSS OF INVESTMENT, ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE MATERIALS, THE SERVICES, ANY CLIENT BUSINESS, OR ANY THIRD-PARTY PROVIDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF rxBILLION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF THE rxBILLION PARTIES, IN THE AGGREGATE, FOR ALL CLAIMS OF EVERY KIND ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE MATERIALS, THE SERVICES, ANY CLIENT BUSINESS, OR ANY THIRD-PARTY PROVIDER SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO rxBILLION FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100.00). THIS LIMITATION APPLIES IN THE AGGREGATE TO ALL CLAIMS AND IS NOT CUMULATIVE PER CLAIM, PER INCIDENT, OR PER CLIENT BUSINESS.
14.3. THE PARTIES ACKNOWLEDGE THAT THE FEES CHARGED BY rxBILLION REFLECT AND ARE SET IN RELIANCE UPON THE ALLOCATION OF RISK SET FORTH IN THESE TERMS, INCLUDING THE DISCLAIMERS OF WARRANTY, THE ASSUMPTION OF RISK, THE RELEASE, AND THE LIMITATIONS OF LIABILITY, THAT SUCH ALLOCATION IS AN ESSENTIAL BASIS OF THE BARGAIN, AND THAT rxBILLION WOULD NOT PROVIDE THE SERVICES ABSENT SUCH ALLOCATION.
14.4. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES, AND IN SUCH JURISDICTIONS THE LIABILITY OF THE rxBILLION PARTIES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
15. Indemnification
15.1. To the maximum extent permitted by Applicable Law, you shall defend, indemnify, and hold harmless the rxBILLION Parties from and against any and all claims, demands, suits, proceedings, investigations, inquiries, subpoenas, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert fees, and costs of investigation and defense), whether or not involving a third-party claim, arising out of or relating to: (a) your access to or use of the Website, the Materials, or the Services; (b) any Client Business, including its formation, ownership, operation, products, services, marketing, advertising, clinical activities, pharmacy activities, patient care, privacy and security practices, employment practices, and compliance or non-compliance with Applicable Law; (c) any patient, customer, consumer, employee, contractor, clinician, pharmacy, vendor, platform, regulator, or other third party's claim or action relating to a Client Business; (d) any agreement, relationship, dispute, or transaction between you and any Third-Party Provider; (e) the Client Content; (f) your breach of these Terms, any Client Agreement, or any representation, warranty, or covenant herein; (g) your violation of Applicable Law or of any right of any third party; (h) any Performance Reference or other statement made by or on behalf of a Client Business; (i) any tax obligation of you or a Client Business; or (j) your negligence, gross negligence, willful misconduct, or fraud.
15.2. rxBILLION reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify rxBILLION, and you agree to cooperate with rxBILLION's defense. You shall not settle any such matter without rxBILLION's prior written consent. Your indemnification obligations survive termination of these Terms.
16. Release
16.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOURSELF, ANY CLIENT BUSINESS, AND YOUR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, HEIRS, SUCCESSORS, AND ASSIGNS, HEREBY IRREVOCABLY AND UNCONDITIONALLY RELEASE, ACQUIT, AND FOREVER DISCHARGE THE rxBILLION PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ACCRUED OR UNACCRUED, AT LAW OR IN EQUITY, ARISING OUT OF OR RELATING TO (A) THE SUCCESS, FAILURE, PERFORMANCE, OR OUTCOME OF ANY CLIENT BUSINESS; (B) ANY DECISION YOU MAKE OR FAIL TO MAKE IN CONNECTION WITH ANY CLIENT BUSINESS; (C) ANY ACT OR OMISSION OF ANY THIRD-PARTY PROVIDER; OR (D) ANY PERFORMANCE REFERENCE.
16.2. You expressly waive the benefit of any statute or common law rule that would otherwise limit the scope of a general release to claims known or suspected at the time of the release, including any statute or rule to the effect of California Civil Code Section 1542 or any analogous provision of any jurisdiction.
17. Term, Suspension, and Termination
17.1. These Terms are effective upon your first access to or use of the Website or the Services and continue until terminated in accordance with this Section.
17.2. rxBILLION may suspend or terminate your access to the Website or the Services, in whole or in part, at any time, with or without cause, with or without notice, and without liability to you, including if rxBILLION reasonably believes that you have breached these Terms, that a Client Business is being operated unlawfully, or that continued provision of the Services would expose rxBILLION to legal, regulatory, reputational, or financial risk.
17.3. The termination provisions of any executed Client Agreement govern termination of the Services purchased thereunder. Termination does not entitle you to any refund except as expressly provided in the Client Agreement.
17.4. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, 17.4, 18, 19, 20, 21, 22, and 23, and any other provision that by its nature should survive, shall survive any termination or expiration of these Terms.
18. Dispute Resolution; Binding Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH rxBILLION ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
18.1. Informal Resolution. Before initiating any arbitration or court proceeding, you agree to first send a written notice of dispute to rxBILLION at hello@rxbillion.com and 5900 Balcones Drive, Suite 100, Austin, Texas 78731 that describes the nature and basis of the claim and the specific relief sought ("Notice of Dispute"). rxBILLION will likewise send any Notice of Dispute to the most recent email address you have provided. The parties shall attempt in good faith to resolve the dispute informally for a period of sixty (60) days following receipt of the Notice of Dispute. No arbitration or proceeding may be commenced until that period has expired. All applicable limitations periods are tolled during the informal resolution period.
18.2. Agreement to Arbitrate. Except as expressly provided in Section 18.6, any dispute, claim, controversy, or cause of action of any kind, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal or equitable theory, arising out of or relating in any way to these Terms, any Client Agreement, the Website, the Materials, the Services, any Client Business, any Third-Party Provider, or the relationship between you and rxBILLION, including the existence, validity, scope, enforceability, interpretation, breach, or termination of these Terms or of this arbitration agreement, and including disputes that arose before the effective date of these Terms (each, a "Dispute"), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, as modified by these Terms. The AAA rules are available at www.adr.org.
18.3. Federal Arbitration Act. The parties acknowledge that these Terms and the Services evidence transactions involving interstate commerce, and expressly agree that this arbitration agreement is governed by, and shall be interpreted and enforced under, the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., to the exclusion of any state law inconsistent therewith, including any provision of the Texas Arbitration Act that would impose additional requirements for the enforceability of this agreement.
18.4. Arbitration Procedure. The arbitration shall be conducted by a single neutral arbitrator who is a licensed attorney with at least ten (10) years of commercial experience, selected in accordance with the AAA rules. The seat and venue of the arbitration shall be Travis County, Texas, provided that the arbitrator may permit appearances by video conference. The arbitrator shall apply the substantive law of the State of Texas, without regard to its conflict of laws principles, and shall be bound by the terms of these Terms, including the limitations of liability, disclaimers, and release. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of it is void or voidable. The arbitrator shall issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs, and the parties shall share the fees of the AAA and the arbitrator equally, except that the arbitrator may award fees and costs to the prevailing party to the extent permitted by Applicable Law or these Terms, and except that rxBILLION shall be entitled to recover its reasonable attorneys' fees and costs if the arbitrator finds that a claim was brought in bad faith or is frivolous.
18.5. Class Action and Representative Action Waiver. YOU AND rxBILLION EACH AGREE THAT ANY DISPUTE SHALL BE BROUGHT AND RESOLVED SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON, TO PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING, OR TO AWARD RELIEF TO ANY PERSON OTHER THAN THE INDIVIDUAL CLAIMANT. IF THIS WAIVER IS FOUND TO BE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THAT CLAIM OR REQUEST FOR RELIEF, AND ONLY THAT CLAIM OR REQUEST FOR RELIEF, SHALL BE SEVERED AND LITIGATED IN COURT IN ACCORDANCE WITH SECTION 19, AND ALL OTHER CLAIMS SHALL BE ARBITRATED.
18.6. Exceptions. Notwithstanding the foregoing, (a) either party may bring an individual action in small claims court in Travis County, Texas, for any claim within that court's jurisdiction, provided the matter remains in small claims court and proceeds only on an individual basis; (b) either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction under Section 19 to protect its intellectual property, Confidential Information, or the integrity of the Website, without first engaging in arbitration or the informal resolution process, and without posting bond; and (c) rxBILLION may bring an action in court under Section 19 to collect fees due.
18.7. Thirty-Day Right to Opt Out. You may opt out of this arbitration agreement by sending written notice of your decision to opt out to hello@rxbillion.com within thirty (30) days of the date you first accept these Terms. Your notice must include your full name, the name of any Client Business, your email address, and a clear statement that you wish to opt out of arbitration. If you opt out, all Disputes shall be resolved exclusively in the courts specified in Section 19, and all other provisions of these Terms, including the jury trial waiver, shall continue to apply.
18.8. Confidentiality of Arbitration. The existence, content, and result of any arbitration shall be kept confidential by the parties, except as necessary to enforce an award, as required by law, or as disclosed to a party's professional advisors.
18.9. Severability of Arbitration Provisions. Except as provided in Section 18.5, if any portion of this Section 18 is found to be unenforceable, the remaining portions shall remain in full force and effect.
19. Governing Law; Jurisdiction; Venue; Jury Waiver
19.1. These Terms, and any Dispute, shall be governed by and construed in accordance with the laws of the State of Texas and the federal laws of the United States applicable therein, without giving effect to any choice of law or conflict of laws rule or provision (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
19.2. Subject to Section 18, and for any Dispute that is not subject to arbitration, that is excepted from arbitration, or that concerns the enforcement of an arbitration award, you irrevocably and unconditionally agree that the state courts located in Travis County, Texas, and the United States District Court for the Western District of Texas, Austin Division shall have exclusive jurisdiction and shall be the exclusive venue, and you irrevocably and unconditionally (a) submit to the personal jurisdiction of such courts, (b) waive any objection to the laying of venue in such courts, (c) waive any claim that such courts are an inconvenient forum, and (d) agree not to bring any action in any other court. You agree that this is a mandatory, and not merely permissive, forum selection clause. You further consent to service of process by mail or email at the addresses you have provided.
19.3. JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND rxBILLION EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE SERVICES, OR ANY CLIENT BUSINESS. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY TO ENTER INTO THESE TERMS.
19.4. Limitation Period. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE SERVICES, OR ANY CLIENT BUSINESS MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, OR IT SHALL BE PERMANENTLY BARRED, TO THE FULLEST EXTENT PERMITTED BY TEXAS CIVIL PRACTICE AND REMEDIES CODE SECTION 16.070.
19.5. Attorneys' Fees. In any action or proceeding to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses, in addition to any other relief to which it may be entitled.
20. Texas Deceptive Trade Practices Act Waiver
20.1. The following waiver applies to the fullest extent permitted by Texas Business and Commerce Code Section 17.42 and shall be effective only where you are represented by legal counsel in connection with your engagement of rxBILLION and are not in a significantly disparate bargaining position:
WAIVER OF CONSUMER RIGHTS. I WAIVE MY RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF MY OWN SELECTION, I VOLUNTARILY CONSENT TO THIS WAIVER.
20.2. You acknowledge that you are engaging rxBILLION for business and commercial purposes and not for personal, family, or household purposes, that you are represented by, or have had the full opportunity to be represented by, legal counsel of your own selection, and that you are not in a significantly disparate bargaining position relative to rxBILLION.
21. Electronic Communications; Notices; Consent to Contact
21.1. You consent to receive communications from rxBILLION electronically, including by email, text message, telephone, and postings on the Website, and agree that all agreements, notices, disclosures, and other communications that rxBILLION provides electronically satisfy any legal requirement that such communications be in writing.
21.2. By providing a telephone number to rxBILLION, you expressly consent to receive calls and text messages from or on behalf of rxBILLION at that number regarding your inquiry, consultation, and the Services, including calls and messages that may be sent using automated technology or prerecorded or artificial voice. Consent is not a condition of purchase. Message and data rates may apply. You may revoke consent to text messages at any time by replying STOP.
21.3. Notices to rxBILLION must be sent in writing to hello@rxbillion.com with a copy to RX Billion LLC, Attn: Legal, 5900 Balcones Drive, Suite 100, Austin, Texas 78731, and are effective upon receipt. Notices to you may be sent to the email or mailing address you most recently provided and are effective upon sending.
22. Modifications to the Terms, the Website, and the Services
22.1. rxBILLION reserves the right, in its sole discretion, to modify, supplement, or replace these Terms at any time by posting the revised Terms on the Website and updating the "Last Updated" date. Material changes will be effective thirty (30) days after posting, or immediately upon your acceptance, whichever is earlier. Your continued access to or use of the Website or the Services after the effective date of any revision constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, your sole remedy is to cease using the Website and the Services. Changes to Section 18 will not apply to Disputes for which a Notice of Dispute was delivered before the change was posted.
22.2. rxBILLION may modify, suspend, or discontinue the Website, the Materials, the Services, or any portion thereof, at any time, with or without notice, and without liability to you, subject to the terms of any executed Client Agreement.
23. General Provisions
23.1. Entire Agreement. These Terms, together with the Privacy Policy and any executed Client Agreement, constitute the entire agreement between you and rxBILLION with respect to their subject matter and supersede all prior and contemporaneous understandings, agreements, representations, warranties, proposals, and communications, whether written or oral, with respect to that subject matter. You acknowledge that you have not relied on any representation, warranty, or statement not expressly set forth herein.
23.2. Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions shall continue in full force and effect.
23.3. No Waiver. No failure or delay by rxBILLION in exercising any right, power, or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise. Any waiver must be in writing and signed by an authorized representative of rxBILLION.
23.4. Assignment. You may not assign, delegate, or transfer these Terms or any right or obligation hereunder, by operation of law or otherwise, without rxBILLION's prior written consent, and any purported assignment in violation of this Section is void. rxBILLION may freely assign or transfer these Terms without restriction. These Terms bind and benefit the parties and their respective permitted successors and assigns.
23.5. Force Majeure. rxBILLION shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, pandemic, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, change in law or regulation, failure or delay of any Third-Party Provider, utility, internet, hosting, or telecommunications failure, cyberattack, or denial of service.
23.6. Independent Contractors. The parties are independent contractors. Nothing herein creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship.
23.7. No Third-Party Beneficiaries. Except for the rxBILLION Parties, who are express third-party beneficiaries of Sections 12 through 16, these Terms confer no rights or remedies on any person other than the parties.
23.8. Interpretation. Headings are for convenience only and do not affect interpretation. The words "include," "includes," and "including" are deemed to be followed by "without limitation." The word "or" is not exclusive. These Terms shall be construed as if drafted jointly, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of authorship. In the event of any ambiguity, the interpretation that most broadly protects the rxBILLION Parties shall be preferred to the extent permitted by Applicable Law.
23.9. Export and Sanctions. You represent that you are not located in, and are not a national or resident of, any country subject to comprehensive United States sanctions, and are not on any United States government restricted party list.
23.10. Language. These Terms are drafted in the English language, which shall be the controlling language for all purposes. Any translation is for convenience only.
23.11. Counterparts; Electronic Records. Any Client Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original. rxBILLION's records of electronic acceptance shall be admissible as evidence of your agreement.
23.12. Contact. Questions about these Terms may be directed to hello@rxbillion.com or to RX Billion LLC, Attn: Legal, 5900 Balcones Drive, Suite 100, Austin, Texas 78731.
BY ACCESSING OR USING THE WEBSITE OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS IN THEIR ENTIRETY, THAT YOU UNDERSTAND THEM, THAT YOU HAVE HAD THE OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL, THAT YOU ARE ACTING OF YOUR OWN ACCORD, THAT YOU ARE SOLELY RESPONSIBLE FOR THE SUCCESS OR FAILURE OF ANY CLIENT BUSINESS, THAT rxBILLION PROVIDES RESOURCES AND NOT RESULTS, AND THAT YOU AGREE TO BE BOUND BY THESE TERMS.