Terms & Conditions

1. Acceptance of Terms

These Terms & Conditions (“Terms”) govern your access to and use of the StaxRx platform, merchant portal, websites, applications, technology, tools, and related services (collectively, the “Services”) provided by Dare to be Great LLC, a Nevada limited liability company doing business as StaxRx (“StaxRx,” “we,” “us,” or “our”).

By accessing, registering for, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with any agreements, policies, or additional terms that expressly apply to your use of the Services, including your Partner Agreement with StaxRx.

If you are accessing or using the Services on behalf of a business or other legal entity (“Merchant”), you represent and warrant that you have the authority to bind that Merchant to these Terms.

If you do not agree to these Terms, you may not access or use the Services.

2. Eligibility and Merchant Representations

To access or use the Services, you must be at least 18 years old and have the legal authority to enter into these Terms on behalf of the Merchant.

By accessing or using the Services, you represent and warrant that:

• all information provided to StaxRx is accurate, current, and complete;
• you have the authority to act on behalf of the Merchant;
• the Merchant is validly organized and authorized to conduct its business as required by applicable law;
• your use of the Services will comply with these Terms, the Partner Agreement, and all applicable laws and regulations; and
• you will promptly update any information that becomes inaccurate or incomplete.

StaxRx may require reasonable documentation or verification to confirm a Merchant’s identity, business information, authority, or eligibility to use the Services.

3. The StaxRx Platform and Services

StaxRx provides a technology and operational infrastructure platform that enables Merchants to offer access to certain health and wellness products and services. The Services may include storefront and account technology, customer intake workflows, payment processing support, administrative tools, integrations with third-party service providers, and access to independent healthcare providers and pharmacies.

StaxRx is not a healthcare provider or pharmacy and does not practice medicine, provide medical advice, diagnose medical conditions, prescribe medications, or dispense medications.

All medical services, including patient evaluations, diagnoses, treatment recommendations, and prescribing decisions, are provided exclusively by independent licensed healthcare providers. All prescription dispensing and pharmacy fulfillment services are performed by independent licensed pharmacies.

Healthcare providers and pharmacies exercise independent professional judgment and are solely responsible for the services they provide. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between StaxRx and any healthcare provider or pharmacy.

4. Merchant Responsibilities and Compliance

Merchant is responsible for its use of the Services and for conducting its business in compliance with these Terms, the Partner Agreement, and all applicable laws and regulations.

Merchant agrees to:

• provide accurate, current, and complete business and account information;
• maintain all licenses, registrations, permits, and authorizations required for its business operations;
• ensure that any advertising, marketing, promotions, social media content, and customer communications created or distributed independently by Merchant are accurate, lawful, not false or misleading, and compliant with applicable laws and regulations;
• use the StaxRx-provided storefront, product information, disclosures, and other platform content in accordance with these Terms and without making unauthorized modifications that could affect regulatory or legal compliance;
• refrain from making medical claims, treatment guarantees, prescribing representations, or other statements that exceed materials authorized for use through the Services;
• not represent itself as a healthcare provider, pharmacy, or as having authority to make clinical or prescribing decisions unless independently licensed and legally authorized to do so; and
• promptly cooperate with reasonable StaxRx requests relating to compliance, regulatory matters, customer complaints, fraud, or platform security.

StaxRx may require Merchant to modify or discontinue content, advertising, or activities that StaxRx reasonably believes may violate these Terms, the Partner Agreement, applicable law, or applicable platform compliance requirements.

5. Accounts and Security

Merchant may be required to create an account to access certain features of the Services. Merchant is responsible for maintaining accurate and current account information and for ensuring that access to its account is limited to authorized users.

Merchant is responsible for:

• maintaining the confidentiality and security of account credentials;
• managing access granted to its employees, contractors, or other authorized users;
• all activity conducted through its account or by its authorized users; and
• promptly notifying StaxRx of any suspected unauthorized access, security breach, or misuse of its account.

Merchant may not share account credentials with unauthorized persons or permit any person to access the Services in violation of these Terms.

StaxRx may require identity or account verification and may suspend or restrict access when reasonably necessary to protect the security or integrity of the Services, Merchant accounts, or other users.

6. License and Acceptable Use

Subject to Merchant’s compliance with these Terms and the Partner Agreement, StaxRx grants Merchant a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services solely for Merchant’s authorized business purposes.

Merchant may not, directly or indirectly:

• copy, reproduce, modify, distribute, sell, license, or create derivative works from the Services except as expressly authorized by StaxRx;
• reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying technology of the Services;
• bypass, disable, interfere with, or circumvent any security or access controls;
• use automated tools, bots, scrapers, crawlers, or similar technology to access or extract information from the Services without StaxRx’s prior written authorization;
• use the Services in any manner that could damage, disrupt, overburden, or impair the Services or interfere with another user’s access; or
• use the Services for any unlawful, fraudulent, unauthorized, or otherwise prohibited purpose.

StaxRx reserves all rights in and to the Services not expressly granted under these Terms.

7. Healthcare Services and Medical Disclaimers

StaxRx does not practice medicine, provide medical advice, diagnose medical conditions, prescribe medications, or exercise control over the clinical judgment of any healthcare provider.

All medical services made available through the Services are provided by independent licensed healthcare providers. Eligibility for treatment, treatment recommendations, prescribing decisions, and ongoing clinical care are determined solely by the applicable healthcare provider based on their independent professional judgment.

Merchant may not guarantee or represent that any customer will qualify for treatment, receive a prescription, or achieve any particular clinical outcome.

Prescription medications are dispensed and fulfilled by independent licensed pharmacies. StaxRx does not control or direct pharmacy dispensing decisions.

No Emergency Care. The Services are not intended for medical emergencies or urgent medical needs. Merchant may not market or represent the Services as providing emergency or urgent medical care. Individuals experiencing a medical emergency should call 911 or seek immediate in-person emergency medical care.

8. Payments and Billing

Merchant agrees to pay all fees and other amounts due to StaxRx in accordance with the Partner Agreement and any applicable pricing or payment terms.

StaxRx serves as the merchant of record for customer transactions processed through the Services. StaxRx may use third-party payment processing providers to facilitate payment processing and related services.

StaxRx will collect customer payments and manage refunds, chargebacks, and other payment-related matters in accordance with applicable policies and the Partner Agreement.

Amounts payable to Merchant, if any, will be calculated and distributed in accordance with the Partner Agreement.

Merchant agrees to provide and maintain accurate and complete billing, payment, tax, and account information and to reasonably cooperate with StaxRx in connection with payment disputes, chargebacks, suspected fraud, or other transaction-related matters.

StaxRx may correct billing or pricing errors and take reasonable action to prevent or address fraudulent, unauthorized, disputed, or otherwise improper transactions, subject to applicable law and the Partner Agreement.

9. Subscriptions, Cancellations, Refunds, and Chargebacks

Certain products and services offered through the Services may be available on a recurring subscription basis. Customer subscriptions will continue and automatically renew until canceled in accordance with the applicable customer-facing terms and cancellation procedures.

StaxRx will administer customer payments, cancellations, refunds, and chargebacks as merchant of record in accordance with applicable law, customer-facing policies, and the Partner Agreement.

Merchant may not independently promise, issue, or represent that a customer is entitled to a refund, credit, cancellation, or other payment adjustment outside of the policies established through the Services without StaxRx’s authorization.

Merchant agrees to reasonably cooperate with StaxRx in investigating and resolving customer payment disputes, refunds, chargebacks, suspected fraud, and related matters.

Any financial responsibility between StaxRx and Merchant arising from refunds, chargebacks, cancellations, or payment disputes will be governed by the Partner Agreement.

10. Third-Party Services and Integrations

The Services may rely on or integrate with third-party products, platforms, software, payment processors, communication providers, and other service providers (“Third-Party Services”).

StaxRx does not control Third-Party Services and is not responsible for their availability, performance, security, content, or practices. Use of certain Third-Party Services may be subject to additional terms and policies established by the applicable third party.

StaxRx may add, replace, modify, or discontinue Third-Party Services or integrations as reasonably necessary to operate, maintain, or improve the Services.

To the extent permitted by applicable law, StaxRx will not be liable for interruptions, delays, errors, or losses caused by Third-Party Services outside of StaxRx’s reasonable control.

11. Intellectual Property and Branding

StaxRx and its licensors retain all right, title, and interest in and to the Services, including the platform, software, technology, functionality, workflows, designs, templates, content, documentation, and other materials provided by StaxRx, together with all related intellectual property rights.

Merchant retains all right, title, and interest in and to its own trademarks, logos, trade names, branding, and other materials provided by Merchant to StaxRx (“Merchant Materials”).

Merchant grants StaxRx a limited, non-exclusive, royalty-free license to use, reproduce, display, and adapt Merchant Materials solely as reasonably necessary to provide the Services, including creating and operating Merchant’s branded storefront.

Merchant represents and warrants that it owns or has sufficient rights to use and provide the Merchant Materials and that StaxRx’s authorized use of those materials will not infringe the rights of any third party.

Except as expressly permitted under these Terms or the Partner Agreement, neither party acquires any ownership rights in the other party’s intellectual property.

12. Data and Privacy

Each party agrees to comply with applicable privacy and data protection laws in connection with its collection, use, disclosure, and processing of personal information through the Services.

Merchant’s use of the Services is subject to the StaxRx Privacy Policy and any applicable data protection, privacy, or business associate agreements entered into between Merchant and StaxRx.

Merchant is responsible for providing any privacy notices and obtaining any consents required for information Merchant independently collects, uses, or submits through the Services.

Merchant may access and use customer information made available through the Services only for authorized business purposes and in accordance with applicable law, these Terms, the Partner Agreement, and any applicable privacy or data protection requirements.

Merchant may not sell, improperly disclose, misuse, or access customer information for any unauthorized purpose.

13. Electronic Communications and Signatures

By using the Services, Merchant consents to conducting transactions and receiving agreements, notices, disclosures, and other communications electronically, including through email, the Services, or the Merchant portal.

Merchant agrees that electronic communications, records, and signatures satisfy any legal requirement that such communications or agreements be in writing, to the extent permitted by applicable law.

Merchant is responsible for maintaining accurate and current contact information and for monitoring communications sent to the contact information associated with its account.

14. Suspension and Termination

StaxRx may suspend, restrict, or terminate Merchant’s access to all or any portion of the Services if Merchant:

• violates these Terms, the Partner Agreement, or applicable law;
• engages in fraudulent, misleading, unlawful, or prohibited activity;
• creates a material compliance, regulatory, security, or operational risk;
• fails to pay amounts due; or
• uses the Services in a manner that could materially harm StaxRx, its customers, service providers, or business operations.

Where reasonably practicable, StaxRx may provide Merchant an opportunity to address the issue before suspending or terminating access. StaxRx may take immediate action when reasonably necessary to protect customers, comply with law, address fraud or security concerns, or prevent material harm.

Termination of access to the Services does not eliminate any obligations or liabilities that accrued before termination. Any additional termination rights and obligations between StaxRx and Merchant will be governed by the Partner Agreement.

15. Modifications and Service Availability

StaxRx may modify, update, enhance, suspend, or discontinue features or functionality of the Services from time to time.

The Services may occasionally be unavailable due to maintenance, updates, technical issues, third-party service interruptions, or circumstances outside of StaxRx’s reasonable control. StaxRx does not guarantee that the Services will be available at all times or operate without interruption or error.

StaxRx will use commercially reasonable efforts to maintain the availability and functionality of the Services but will not be liable for temporary interruptions, delays, or service disruptions outside of its reasonable control.

Any material changes to the Services that affect Merchant’s contractual rights or obligations will be addressed in accordance with the Partner Agreement.

16. Disclaimer of Warranties

To the fullest extent permitted by law, the Services are provided on an “as is” and “as available” basis.

StaxRx disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

StaxRx does not warrant or guarantee that the Services will be uninterrupted, error-free, or completely secure, or that use of the Services will result in any particular business, financial, customer, or healthcare outcome.

StaxRx does not guarantee the availability of any particular healthcare provider, pharmacy, medication, product, or service, or that any customer will qualify for or receive a particular treatment or prescription.

17. Limitation of Liability

To the fullest extent permitted by law, StaxRx and its affiliates, officers, directors, employees, agents, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, loss of data, or business interruption arising out of or related to the Services or these Terms.

StaxRx will not be liable for losses or damages arising from the independent acts, omissions, decisions, or services of Merchants, healthcare providers, pharmacies, or third-party service providers, including clinical decisions, prescribing decisions, pharmacy fulfillment, medication availability, shipping delays, or third-party service interruptions.

To the fullest extent permitted by law, StaxRx’s total aggregate liability arising out of or relating to these Terms or the Services will not exceed the total fees paid by Merchant to StaxRx during the six (6) months immediately preceding the event giving rise to the claim.

These limitations apply to the fullest extent permitted by applicable law.

18. Indemnification

Merchant agrees to defend, indemnify, and hold harmless StaxRx and its affiliates, officers, directors, employees, agents, and service providers from and against any third-party claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

• Merchant’s use or misuse of the Services;
• Merchant’s violation of these Terms, the Partner Agreement, or applicable law;
• Merchant’s advertising, marketing, promotions, representations, or customer communications;
• Merchant’s infringement or violation of any third-party rights; or
• Merchant’s fraud, negligence, willful misconduct, or unauthorized acts or omissions.

StaxRx reserves the right to assume control of the defense of any matter subject to indemnification, and Merchant agrees to reasonably cooperate in the defense of such matter.

19. Merchant Materials and Feedback

Merchant retains ownership of all Merchant Materials provided or uploaded through the Services.

Merchant grants StaxRx a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, modify, and otherwise use Merchant Materials solely as reasonably necessary to provide, operate, maintain, and improve the Services.

Merchant represents and warrants that it owns or has all necessary rights and permissions to provide and use Merchant Materials and that such materials do not violate applicable law or infringe the rights of any third party.

If Merchant provides StaxRx with suggestions, ideas, recommendations, or other feedback regarding the Services (“Feedback”), StaxRx may use such Feedback without restriction or compensation to Merchant.

Merchant remains responsible for the accuracy, legality, and appropriateness of Merchant Materials submitted through the Services.

20. Pharmacy Fulfillment, Shipping, and Medication Availability

Prescription medications are dispensed and fulfilled by independent licensed pharmacies and are subject to prescription approval, pharmacy requirements, and applicable law.

StaxRx does not guarantee the availability of any particular medication, formulation, dosage, pharmacy, shipping method, or delivery timeframe. Medication availability and fulfillment may be affected by pharmacy operations, supply availability, regulatory requirements, carrier delays, or other circumstances outside of StaxRx’s reasonable control.

StaxRx may work with different pharmacy partners or facilitate changes in pharmacy fulfillment arrangements as reasonably necessary to maintain or improve the Services, subject to applicable law and clinical requirements.

Merchant may not guarantee medication availability, fulfillment timelines, shipping dates, or delivery dates to customers unless expressly authorized by StaxRx.

Merchant agrees to reasonably cooperate with StaxRx in addressing customer inquiries or issues relating to pharmacy fulfillment and delivery.

21. Governing Law and Dispute Resolution

These Terms will be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict-of-law principles.

Before initiating formal proceedings, Merchant and StaxRx agree to make a good-faith effort to resolve any dispute arising out of or relating to these Terms or the Services through informal negotiations.

If a dispute cannot be resolved informally, it will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its applicable rules, except where arbitration is prohibited by law. Arbitration will take place in Clark County, Nevada, unless the parties mutually agree otherwise.

Any arbitration will be conducted on an individual basis. To the fullest extent permitted by law, Merchant and StaxRx waive any right to participate in a class, collective, or representative action or arbitration.

For any dispute that is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada.

22. Changes to These Terms

StaxRx may update or modify these Terms from time to time to reflect changes to the Services, business operations, legal or regulatory requirements, or other reasonable business needs.

When changes are made, StaxRx will update the effective date of these Terms and provide any additional notice required by applicable law.

Merchant’s continued use of the Services after the updated Terms become effective constitutes acceptance of the revised Terms.

If a change materially conflicts with the terms of Merchant’s Partner Agreement, the Partner Agreement will control to the extent of the conflict.

23. Notices

StaxRx may provide notices to Merchant electronically, including by email to the address associated with Merchant’s account or through the Services or Merchant portal. Merchant is responsible for maintaining accurate and current contact information.

Formal legal notices to StaxRx must be sent to the contact information specified in these Terms or as otherwise designated by StaxRx in writing.

Notices will be deemed received in accordance with applicable law and any additional notice requirements set forth in the Partner Agreement.

24. Miscellaneous

These Terms, together with the Partner Agreement and any policies or additional terms expressly incorporated by reference, constitute the agreement between StaxRx and Merchant regarding Merchant’s use of the Services. If these Terms conflict with the Partner Agreement, the Partner Agreement will control.

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

StaxRx’s failure to enforce any provision of these Terms will not constitute a waiver of its right to enforce that provision or any other provision in the future.

Merchant may not assign or transfer its rights or obligations under these Terms without StaxRx’s prior written consent. StaxRx may assign its rights and obligations in connection with a merger, acquisition, reorganization, financing, sale of assets, or similar business transaction.

Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between StaxRx and Merchant except as expressly provided in the Partner Agreement.

StaxRx will not be responsible or liable for any delay, interruption, or failure to perform resulting from circumstances beyond its reasonable control, including natural disasters, severe weather, acts of government, changes in law or regulation, labor disputes, widespread internet or telecommunications outages, cyberattacks, public health emergencies, supply chain disruptions, or failures of third-party infrastructure or service providers.

25. Contact Information

Questions, notices, or concerns regarding these Terms or the Services may be directed to: