PRACTITIONER SERVICES AGREEMENT

This Practitioner Services Agreement (“Agreement”) is entered into by and between Materia Medica Medicinary (“MMM,” “we,” “our,” or “us”) and the undersigned licensed healthcare practitioner (“Practitioner,” “you,” or “your”).

This Agreement governs Practitioner access to Dispensary Tree software through MMM and the use of MMM’s herbal compounding, dispensing, and fulfillment services.

1. Purpose

MMM provides herbal compounding and dispensing support services to licensed healthcare practitioners. Practitioner desires to utilize MMM’s services for the preparation and fulfillment of custom herbal formulas for patient use.

2. Practitioner Eligibility & Responsibilities

Practitioner represents and warrants that they:

• Hold an active and unrestricted professional license, certification, or authorization permitting the recommendation, prescription, or dispensing of herbal products within their jurisdiction;
• Will maintain all required licenses and certifications throughout the duration of this Agreement;
• Will comply with all applicable federal, state, and local laws, regulations, and professional standards.

Practitioner shall be solely responsible for:

• Patient evaluation and diagnosis;
• Treatment recommendations;
• Formula selection and dosage;
• Evaluating contraindications, herb-drug interactions, and allergies;
• Obtaining informed patient consent;
• Monitoring patient outcomes and adverse events.

MMM does not provide medical advice, diagnosis, or treatment recommendations.

3. Dispensary Tree Access & Use

MMM may provide Practitioner access to Dispensary Tree software for prescription management and order submission purposes.

Practitioner agrees:

• To use the platform solely for lawful professional purposes;
• Not to share login credentials or permit unauthorized access;
• To maintain accurate and complete patient and prescription information;
• To review all submitted orders for accuracy prior to submission.

Practitioner acknowledges that MMM is not responsible for prescribing errors, incorrect data entry, or clinical decisions made by Practitioner.

4. Herbal Compounding & Fulfillment Services

MMM compounds herbal formulas based solely upon Practitioner-submitted prescriptions and instructions.

MMM reserves the right to:

• Request clarification regarding incomplete or potentially unsafe orders;
• Decline or delay fulfillment of orders deemed unsafe, unlawful, unavailable, or inconsistent with internal quality standards;
• Temporarily suspend services due to ingredient shortages, operational limitations, or regulatory requirements.

Ingredient substitutions shall not be made without Practitioner authorization unless prior written substitution approval has been provided.

5. Product Quality & Ingredient Sourcing

MMM sources herbal ingredients from suppliers selected for quality assurance and testing standards, including Evergreen Herbs and other approved vendors.

Practitioner acknowledges that:

• Herbal products are natural substances and may vary between lots;
• MMM does not guarantee specific therapeutic outcomes or patient results.

6. Fees, Payment & Billing

Practitioner agrees to pay all applicable charges associated with:

• Herbal ingredients;
• Compounding services;
• Shipping and handling;
• Applicable taxes or administrative fees.

Payment terms shall be established separately through MMM’s billing policies and may be updated periodically.

MMM reserves the right to suspend fulfillment services or account access for overdue balances.

7. Shipping & Risk of Loss

MMM will make commercially reasonable efforts to fulfill and ship orders promptly.

However, Practitioner acknowledges:

• Shipping timelines are estimates only;
• MMM is not responsible for delays caused by carriers, weather events, supply shortages, or events beyond its reasonable control;
• Risk of loss transfers upon delivery to the shipping carrier where permitted by law.

Practitioner is responsible for ensuring all shipping information is accurate prior to submission.

8. Returns & Refunds

Due to the customized nature of compounded herbal formulas:

• Custom formulas are generally non-returnable and non-refundable;
• Refunds or replacements may be issued solely at MMM’s discretion for damaged, defective, or incorrectly fulfilled orders.

9. HIPAA & Confidentiality

Both parties agree to maintain the confidentiality of protected health information (“PHI”) in accordance with applicable privacy laws and regulations.

Practitioner agrees:

• To submit only information reasonably necessary for fulfillment;
• To maintain secure handling of patient information and account credentials;
• To promptly notify MMM of any suspected unauthorized access or breach.

Where applicable, the parties may execute a separate Business Associate Agreement (“BAA”).

10. Limitation of Liability

To the fullest extent permitted by law:

• MMM shall not be liable for indirect, incidental, consequential, special, or punitive damages arising from services provided under this Agreement;
• MMM’s aggregate liability shall not exceed the total amount paid by Practitioner for the specific order giving rise to the claim.

Practitioner acknowledges that all clinical responsibility for patient care rests solely with Practitioner.

11. Indemnification

Practitioner agrees to indemnify, defend, and hold harmless MMM, its owners, employees, contractors, and affiliates from any claims, damages, liabilities, losses, costs, or expenses arising out of or related to:

• Practitioner negligence or misconduct;
• Improper prescribing or patient care;
• Violation of applicable laws or regulations;
• Unauthorized or improper use of MMM services or software.

12. Term & Termination

This Agreement shall remain in effect until terminated by either party.

MMM reserves the right to suspend or terminate services immediately for:

• Violation of this Agreement;
• Fraudulent or unlawful conduct;
• Nonpayment;
• Misuse of Dispensary Tree or MMM services.

Termination shall not relieve Practitioner of outstanding payment obligations incurred prior to termination.

13. Independent Relationship

Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship, or agency relationship between the parties.

Practitioner remains an independent healthcare provider solely responsible for patient care and professional judgment.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict of law principles.

15. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the subject matter herein and supersedes all prior discussions or agreements.

MMM may update this Agreement periodically. Continued use of services following notice of updates constitutes acceptance of revised terms.